Equity
      Transfer Agreement

    translation

    


    Seller:
      Shenzhen Yuanzheng Investment 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 27.57% 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 27.57% 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
                27.57% 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 RMB28,740,000 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.

    


    8.2 Termination
      of the Agreement

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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.


    


    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.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Seller
      (Party A): Shenzhen Yuanzheng Investment Developmetn Co.,
      Ltd.

    


    ______________________
      (Signature)

     

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

    


    Authorized
      Representative: _______________ (Signature) 

    


    
      
        
        

      

      
        7