Equity
        Transfer Agreement

      translation

      


      Seller:
        Shenzhen Yuanxing Gene City Development Co., Ltd. (hereinafter referred to
        as
“Party A”)

       

      Address:
        Shenzhen High Technology Industry Zone, Shenzhen, Guangdong
        Province

       

      Authorized
        Representative: Mr. Xiangyang Yang,

       

      Title:
        Chairman of the Board

      


      Buyer:
        Hubei
        Tongji Benda Ebei Pharmaceutical Co., Ltd. (hereinafter referred to as “Party
        B”)

       

      Address:
        Sanlihe, Guangshui City, Hubei Province

       

      Authorized
        Representative: Yiqing Wan

       

      Title:
        Chairman of the Board

      


      Whereas,

       

      1. Shenzhen
        Sibiono Gene Tech Co., Ltd (“Sibiono”), a corporation established and validly
        exists under the law of the PRC, was established in Shenzhen on March 9,
        1998.
        The business entity registration certificate No. is 4403011033200;
        Party A
        holds 30% of the equity interests of Sibiono (hereinafter referred to as
        “Transferred Equity”)

      


      2. Party
        B
        is a corporation established and validly exists in Guangshui
        City, Hubei Province under
        the
        law of the PRC.

      


      3. Party
        A
        agrees to transfer 30% of the equity interest of Sibiono to Party B; Party
        B
        agrees to acquire the above equity interest.

      


      In
        accordance with the Company Law of the Peoples Republic of China, the Contract
        Law of the People's Republic of China, the Provisional Regulations on Investment
        By Foreign-funded Enterprises and other relevant laws and regulations, in
        relation to the equity transfer, both parties hereby agree as
        follows:

      


      Article
        One    Definitions

       

      In
        this
        Agreement, unless is specially defined in this Agreement, the terms have
        following meanings:

       

      
        	
                “This
                  Agreement” 

              	 	
                The
                  Agreement signed by Party A and B in relation to Equity interest
                  of
                  Sibiono in Shenzhen on March 31, 2007 

              
	 	 	 
	
                “Both
                  Parties”

              	 	
                Party
                  A and B collectively in this Agreement

              
	 	 	 
	
                “Transferred
                  Equity”

              	 	
                The
                  30% of the equity interest of Sibiono which is transferred by Party
                  A to
                  Party B

              
	 	 	 
	
                “Purchase
                  Price”

              	 	
                The
                  purchase price of the Transferred Equity which is provided by Evaluation
                  Report of Shenzhia Great Certified Accounting Firm on evaluation
                  base day
                  on August 31, 2006

              
	 	 	 
	
                “Agreed
                  Price”

              	 	
                The
                  price which Party B agrees to pay to Party A

              
	 	 	 
	
                “Closing”

              	 	
                The
                  closing of the transfer of the Transferred
                  Equity

              


      

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Article
        Two    Transfer
        of the Transferred Equity 

       

      
        	
                2.1

              	
                In
                  accordance with the conditions and terms set forth in the Agreement,
                  Party
                  A agrees to transfer the Transferred Equity to Party B and Party
                  B agrees
                  to purchase the Transferred Equity.

              


      

      


      Article
        Three    Purchase
        Price

       

      
        	
                3.1

              	
                The
                  Purchase Price of the Transferred Equity is RMB28,740,000, in accordance
                  with the evaluation report provided by Shenzhia Great Certified
                  Accounting
                  Firm on the evaluation base day of August 31,
                  2006.

              


      

      


      Article
        Four    Closing
        

       

      
        	4.1	
                Party
                  B shall pay to Party A the total Agreed Price of an amount of
                  RMB31,260,000 before April 30,
                  2007.

              


      

      


      
        	4.2	
                After
                  the registration of the Transferred Equity in local administration
                  of
                  industry and commerce, Party B shall acquire all the Transferred
                  Equity
                  and all the interests of the Transferred Equity in accordance with
                  the
                  rules and regulations of the PRC and be entitled to relevant rights
                  and
                  obligations set forth in the Article of Incorporation of
                  Sibiono.

              


      

      


      Article
        Five    Representations
        and Warranties

       

      
        	5.1	
                Representations
                  and Warranties of Party A

              


      

       

      
        	
              	5.1.1	
                Party
                  A is a legal entity established and legally existing under the
                  laws of the
                  PRC; 

              


      

      


      
        	
              	5.1.2	
                The
                  execution and implementation of the Agreement does not violate
                  laws or
                  regulations which are applicable to Party A, or any important contracts
                  or
                  agreements in which Party A is one of the parties, or any important
                  contracts or agreements which are binding upon Party A’s properties;
                  

              


      

      


      
        	
              	5.1.3	
                There
                  is no existing or potential suit, arbitration or preliminary hearing
                  affecting the execution of this Agreement or Party A’s ability to perform
                  the Agreement;

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	5.1.4	
                All
                  the representations and warranties by Party A are true, authentic,
                  and
                  complete as of the execution day. Party A acknowledges that all
                  the
                  warrants the representations shall be true, authentic, and complete
                  until
                  the closing.

              


      

      


      
        	
              	5.1.5	
                The
                  Transferred Equity is legally owned by Party A. As of the execution
                  of
                  this Agreement, the Transferred Equity, free and clear of all pledges,
                  other encumbrances, any freeze due to any judicial or administrative
                  adjudication, can be transferred to Party B legally in accordance
                  with the
                  laws of the PRC.

              


      

      


      
        	
              	5.1.6	
                Sibiono,
                  a limited liability corporation established under the laws of the
                  PRC,
                  legally exists since its establishment, has no consequences or
                  obstacles
                  which cause liquidation, determination or non-existence.
                  

              


      

      


      
        	
              	5.1.7	
                Party
                  A acknowledges to procure the transfer of the Transferred Equity
                  in
                  accordance with the Article of Incorporation of Sibiono and the
                  preparation of all the documents.

              


      

      


      
        	
              	5.1.8	
                Party
                  A shall not sell all or part of the equity interest to any third
                  party or
                  set any third party interest in any form from the execution of
                  Agreement
                  to the registration of the Transferred Equity in local administration
                  of
                  industry and commerce.

              


      

      


      
        	5.2	
                Representation
                  and Warranties of Party B

              


      

       

      
        	
              	5.2.1	
                Party
                  B is a legal entity which is established and validly exists under
                  the laws
                  of the PRC;

              


      

       

      
        	
              	5.2.2	
                Party
                  B are entitled and authorized to sign the Agreement. The authorized
                  representative has been authorized by Party
                  B;

              


      

       

      
        	
              	5.2.3	
                The
                  implementation of the Agreement does not violates Party B’s Article of
                  Incorporation or any applicable laws and regulations, or any important
                  contracts or agreements in which Party B being a party or which
                  is binding
                  on the property of Party B;

              


      

       

      
        	
              	5.2.4	
                All
                  the representations and warranties of Party B are true authentic
                  and
                  complete. Party B acknowledges that all the warrants the representations
                  shall be true, authentic, and complete until the
                  closing.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Article
        Six    Rights
        and Obligations 

       

      
        	6.1	
                Rights
                  and Obligations of Party A

              


      

       

      
        	
              	6.1.1	
                Party
                  A has the right to ask for the payment of agreed price by Party
                  B
                  according to the Agreement;

              


      

      


      
        	
              	6.1.2	
                Party
                  A shall procure the pass of the shareholder resolution to transfer
                  the
                  Transferred Equity in accordance with the laws of the PRC and the
                  Article
                  of Incorporation of Sibiono;

              


      

      


      
        	
              	6.1.3	
                Party
                  A shall assist Party B to acquire all the approving and registration
                  documents before April 1, 2007, including but not limited to consent
                  letters with regard to the state-owned property and registration
                  in local
                  administration of industry and
                  commerce.

              


      

      


      
        	
              	6.1.4	
                Other
                  rights and obligations set forth in the
                  Agreement.

              


      

      


      
        	6.2	
                Rights
                  and Obligations of Party B

              


      

       

      
        	 	
                6.2.1

              	
                After
                  the registration of the Transferred Equity in local administration
                  of
                  industry and commerce, Party B shall have all the rights regarding
                  the
                  Transferred Equity and all the derived interests, and be entitled
                  to
                  undertake the rights and obligations stipulated in the Article
                  of
                  Incorporation of Sibiono. 

              


      

      


      
        	 	
                6.2.2

              	
                Party
                  B shall pay the agreed price in full to Party A according to the
                  terms of
                  this Agreement.

              


      

      


      
        	 	
                6.2.3

              	
                Other
                  rights and obligations set forth in the
                  Agreement.

              


      

      


      Article
        Seven    Confidentiality

       

      
        	7.1	
                Neither
                  party shall leak or divulge any information related to this Agreement,
                  nor
                  identification of the other party, nor any business
                  secrets.

              


      

      


      Article
        Eight    Amendment
        and Termination of the Agreement

       

      
        	
                8.1

              	
                Amendment
                  of the Agreement

              


      

       

      Any
        modification or amendment is invalid without a signed agreement by both parties
        in written.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	8.2	
                Termination
                  of the Agreement

              


      

       

      
        	
              	8.2.1	
                When
                  any of the following circumstances occurs, the Agreement can be
                  terminated
                  with a written consent of both
                  parties:

              


      

       

      
        	(1)	
                From
                  the execution of the Agreement to the closing, the applicable laws
                  and
                  regulations are modified or changed which therefore substantially
                  affect
                  the performance of the Agreement, and both parties fail to make
                  a mutual
                  agreement;

              


      

       

      
        	(2)	
                An
                  event of Force Majeure occurs, which affect the performance of
                  the
                  Agreement;

              


      

       

      
        	(3)	
                Other
                  situations in which both parties agree to terminate the
                  Agreement

              


      

      


      Article
        Nine    Liability
        for Breach of Contract

       

      
        	9.1	
                Party
                  B is entitled to terminate the Agreement and Party A shall pay
                  for the
                  loss and damage of Party B in the event that Party A fail to transfer
                  the
                  Transferred Equity as prescribed in the
                  Agreement;

              


      

      


      
        	9.2	
                Party
                  A is entitled to terminate the Agreement and Party B shall pay
                  for the
                  loss and damage of Party A in the event that Party B fails to fully
                  pay
                  for the Transferred Equity.

              


      

      


      
        	9.3	
                Each
                  party shall be regarded as breaching the Agreement after the execution
                  of
                  the Agreement in the event that each party fails to implement the
                  obligations or makes any false statement. The party who breach
                  the
                  Agreement shall pay for all the losses and damages of the other
                  party.

              


      

      


      
        	9.4	
                The
                  liability for breach of the Agreement shall not be exempted due
                  to the
                  closing or termination of the Agreement.


              


      

      


      Article
        Ten    Force
        Majeure

       

      
        	10.1	
                Force
                  Majeure shall mean all events, which were unforeseeable at the
                  time this
                  Agreement is signed, the occurrence and consequences of which cannot
                  be
                  avoided or overcome, including but not limited to acts of government
                  or
                  army force, natural phenomenon, earthquakes, fire, flood, strikes
                  or
                  war.

              


      

      


      
        	10.2	
                In
                  an event of Force Majeure occurs, a Party’s obligations under this
                  Agreement affected by such an event shall be not assumed the liability
                  of
                  breach of the Agreement. However, the Party claiming Force Majeure
                  shall
                  inform the other Party in writing within 14 days. The affected
                  Party shall
                  use all reasonable endeavors to minimize the consequences of such
                  Force
                  Majeure.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Article
        Eleven    Expenses

       

      
        	11.1	
                Party
                  A and B shall bear the taxes and expenses due to the implementation
                  of the
                  Agreement. The taxes and expenses which are not clearly defined
                  by the law
                  shall be born equally by both
                  parties.

              


      

      


      Article
        Twelve    Applicable
        laws and Settlement of Disputes

       

      
        	12.1	
                The
                  conclusion, effect, explanation, implementation and settlement
                  of disputes
                  shall be applicable to the rules and regulations of the
                  PRC.

              


      

      


      
        	12.2	
                Any
                  dispute or claim arising out of this Agreement shall be negotiated
                  by both
                  parties. If both parties fail to make a mutual agreement, the dispute
                  shall be referred to Wuhan Arbitration Commission and be decided
                  according
                  to the effective rules. The decision is final and binding on both
                  Parties.

              


      

      


      Article
        Thirteen    Effectiveness
        of the Agreement

       

      
        	13.1	
                This
                  Agreement shall come into effect on April 1, 2007 upon the execution
                  by
                  authorized representatives of both parties.


              


      

      


      Article
        Fourteen    Miscellaneous

       

      
        	14.1	
                Items
                  which are not mentioned in this Agreement shall be signed in Supplemental
                  Agreement and come into effect when executed by both parties. The
                  Supplemental Agreement is equally
                  valid.

              


      

       

      
        	14.2	
                This
                  Agreement is written in Chinese.

              


      

       

      
        	14.3	
                This
                  Agreement has four copies, each of which has the same legal force
                  and
                  effect.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      In
        witness whereof, each of the parties has caused this Agreement to be executed
        by
        the duly authorized officers as of the date first above written.

       

      Seller
        (Party A): Shenzhen Yuanxing Gene City Development Co.,
        Ltd.

      


      ______________________
        (Signature)


      


      Buyer
        (Party B): Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd.
        (Stamped)

      


      Authorized
        Representative: _______________ (Signature) 

      


      
        
          
          

        

        
          7