FINANCIAL
        CONSULTANCY AGREEMENT

      


      This
        FINANCIAL CONSULTANCY AGREEMENT (the
        “Agreement”),
        entered into as of April [ ], 2007, between Benda Pharmaceutical, Inc.
        (“Benda”), a corporation organized under the laws of Delaware of the United
        States, and Super Pioneer International Limited (“Super”). 

      


      RECITALS

      


      According
        to this FINANCIAL CONSULTANCY AGREEMENT, Benda and Super enter into this
        Agreement about the financial consultancy services to be provided by Super
        concerning Benda’s
        acquisition of Shenzhen Sibiono Gene Tech Co., Ltd.;

      


      NOW,
        THEREFORE, in consideration of the two parties’ warranties and other valuable
        considerations acknowledged and received herein, and intending to be legally
        bound hereby, the two parties agree as follows:

      


      1.
        Consultancy
        Services

       

      Super
        shall render financial consultancy services to Benda, concerning its acquisition
        of Shenzhen Sibiono Gene Tech co., Ltd.

      


      2.
        Compensation

       

      According
        to the two parties’ agreements, Benda shall, within three months after the
        effectiveness of this Agreement, issue 2,100,000 shares of its common stocks
        (“Share Consideration”) to Super, 1,960,000 shares of which are redeemable
        stocks issued in consideration of the consultancy services under Section
        1
        above. In case that Benda fails to provide the Share Compensation in time,
        Super
        may request Benda to provide a total cash compensation of $7,056,000, concerning
        the above 1,960,000 shares of redeemable stocks Super entitled to under this
        section at $3.6 per share, on or before December 31, 2007.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3.
        Lock-up

       

      Super
        hereby undertakes that it will not offer, sell, contract to sell, pledge
        or
        otherwise dispose of, directly or indirectly, any Benda’s shares received by it
        under Section 2 of this Agreement, enter into a transaction that would have
        the
        same effect, or enter into any swap, hedge or other arrangement that transfers,
        in whole or in part, any of the economic consequences of ownership of such
        Benda’s shares, whether any of these transactions are to be settled by delivery
        of any such Benda’s shares, in cash or otherwise, or publicly disclose the
        intention to make any offer, sale, pledge or disposition, or to enter into
        any
        transaction, swap, hedge or other arrangement, for a period of 12 months
        from
        the date of issuance of such Benda’s shares.

      


      4. Redemption
        Rights

       

      Within
        3
        months from the last date of the above lock-up period, in the event that
        the
        public trading price of the shares of Benda did not reach $3.6 per share
        AND
        Benda was not listed in the capital market of NASDAQ or AMEX, Super shall
        have
        the option to ask Benda to redeem 1,960,000 shares of redeemable stock owned
        by
        Super under Section 2 of this Agreement at $3.6 per share. Such option shall
        be
        expired within one month from the last date of the three month
        period.

      


      5. Confidential
        Information 

       

      “Confidential
        Information” refers to all oral or written information relating to Benda and
        Super, including but not limited to their names, addresses, telephone numbers,
        financial statements and any other relevant information. If the two parties
        cease cooperation or the disclosing party requires in writing, the receiving
        party shall return to the disclosing party all Confidential Information,
        i.e.,
        all confidential information disclosed to the receiving party in files or
        other
        tangible forms, all copies, excerpts, records and statements of the Confidential
        Information, and all other written proprietary information of the disclosing
        party, including all other written information kept by the receiving party’s
        employees, agents or representatives. The receiving party and the above
        personnel shall observe the confidentiality requirement of this Agreement
        during
        the two years thereafter. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      6. Amendment

       

      This
        Agreement may be amended or modified in writing upon both parties’
consent.

      


      7.
        Headings 

       

      The
        headings in this Agreement are for reference purpose only and shall not affect
        in any way the meanings or interpretation of this Agreement.

      


      8. Governing
        Law

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware of the United States. 

      


      9.
        Parties

       

      This
        Agreement is executed by both parties’ representatives in one or more
        counterparts. Each counterpart when executed shall be deemed as an original
        but
        all of which when taken together shall constitute one and the same agreement.
        Any executed agreement transmitted through fax is valid and binding,
        constituting an enforceable original. 

      


      10. Notice
        and Waiver

       

      Any
        notice or waiver required or permitted by the two parities shall be made
        in
        writing. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the Agreement shall come into effect as of the date of its
        execution.

       

      Benda
        Pharmaceutical, Inc.

      


      CEO

      Date
        April
        [   ], 2007

       

      Super
        Pioneer International Limited

       

      CEO

      Date
        April
        [   ], 2007