Exhibit 10.1


     

    Exhibit
      10.1


     

     

    Sichuan
      DAR Purchase and Processing Contract

    


    Suining
      Yinfa DAR Industrial Co. Address
      188
      Xishan Road, Suining, Sichuan, China, “Yinfa”
      for short Chengdu
      Derentang Pharmacy Company Medicine Branch Address
      4
      Western
      Section 3, the First Ring Road, Chengdu, Sichuan, China “Derentang”
      for short.

     

    Yinfa
      and
      Derentang agree on the cooperation of purchase and processing of Chinese herb
      Sichuan DAR (the raw material of Dahurian Angelica Root, or DAR, produced in
      Suining, Sichuan, China, “Sichuan DAR” for short). Both parties agree on the
      following items and to fulfill their obligations.

    


    1.Contract
      term

    18
      April,
      2007 to 31 July, 2012

    


    2.Contract
      content

    Derentang
      agrees to purchase Sichuan DAR from Yinfa annually in the execution term of
      this
      contract, processing to Sichuan DAR Chinese medicine slices and selling them
      both domestically and overseas; Derentang agrees to accept the slice processing
      business entrusted by Yinfa and sell the slices in the execution term of this
      contract.

    


    3.Quality
      criteria of Sichuan DAR

    The
      Sichuan DAR sold by Yinfa to Derentang shall be in consistence with the
      definition of DAR quality criteria in Chinese Medicine Dictionary 2005 of
      People’s Republic of China.

    


    4.Purchase
      price of Sichuan DAR

    Yinfa
      and
      Derentang agree that the settle price of Sichuan DAR shall be negotiated
      annually and determined in Sichuan DAR Purchase Execution Agreement annually
      signed by both parties. For any settle price occurs between April 18, 2007
      to
      July 31, 2008 shall be determined by term 5-2 of this contract.

     

    5.
      Sichuan DAR Purchase Quantity and Total Price

        5-1.
      Since
      2008, Derentang shall deliver the order amount of the current year to Yinfa
      before each April 20 in the contract term. Yinfa shall quote to Derentang within
      15 days after receiving the order. Both parties shall sign the current-year
      Sichuan DAR Purchase Execution Agreement before May 20 each year.

        5-2.
      During
      the first executive year of the contract, April 18, 2007 to July 31, 2008,
      Derentang shall purchase Sichuan DAR from Yinfa for an amount of 250 tons.
      The
      place of delivery is Suining, Sichuan, China, the unit price is RMB20/kilo.
      The
      total RMB5,000,000 shall be paid when product delivers to
      Derentang.

    


    6.
      Rights and liabilities of Derentang

        6-1.
      The
      processing of Sichuan DAR Chinese medicine slices by Derentang shall be in
      consistence with the related regulations, criteria, and conditions

        6-2.Derentang
      can delegate the processing agency to a third person who shall be qualified
      according to related regulations, criteria, and conditions.

     

    
      
        
        

      

      
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    7.Rights
      and obligations of Yinfa

        7-1.Yinfa
      guarantees that Sichuan DAR shall be supplied to Derentang with priority in
      the
      execution term of this contract

        7-2.After
      Derentang delivers the current-year order to Yinfa pursuant to the contracted
      provision and signs annual Sichuan DAR Purchase Execution Agreement with Yinfa
      each year, Yinfa shall not sell Sichuan DAR to other Chinese medicine slice
      processing companies in China that year

        7-3.In
      any
      case of 7-3-1, 7-3-2
      or
      7-3-3, Yinfa shall not undertake the obligation in 7-2; 

        7-3-1.
      Derentang can not deliver to Yinfa the annual order of Sichuan DAR at the
      contracted time

        7-3-2.
      Yinfa
      and Derentang can not sign the Sichuan DAR Purchase Execution Agreement in
      the
      current year at the contracted time

        7-3-3.The
      Sichuan DAR order amount by Derentang in the current year or the purchased
      amount is less than 250 tons in the Sichuan DAR Purchase Execution Agreement
      signed with Yinfa in the current year. 

    


    8.
      Processing agency

        8-1.Derentang
      agrees to accept the processing agency business of Sichuan DAR slices from
      Yinfa

        8-2.
      As for
      the processing agency business of Sichuan DAR slices of YinfaôDerentang
      can delegate the agency to a third person

        8-3.The
      Processing Agency Agreement of Sichuan DAR Chinese Medicine Slices signed by
      both parties acts as a benchmark for the details of the processing agency
      business. 

    


    9. Contract
      guarantee and earnest money

        9-1.Derentang
      shall pay Yinfa RMB100, 000 as the contract guarantee within ten days after
      signing this contract;

        9-2.
      Yinfa
      and Derentang agree to repay the contract guarantee in the manner described
      in
      the following 9-2-1 or 9-2-2 or 9-2-3;

        9-2-1.
      Yinfa
      shall return the contract guarantee to Derentang before 1 July of the last
      execution year of this contract

        9-2-2.
      The
      contract guarantee shall be used to offset for goods payment by Derentang in
      the
      last execution year of this contract

        9-2-3.
      If
      Yinfa and Derentang negotiate to or would both like to terminate this contract
      ahead of schedule, Yinfa shall return the contract guarantee to Derentang within
      three days upon signing the termination agreement. 

    


    10.
      Confidentiality

        10-1.
      Yinfa
      and Derentang understand and admit that this agreement builds a confidential
      relationship between the two, and all, written or oral or in other manners,
      provided by the one side to the other is confidential in essence, such as
      transactions, clients, finance, properties, operation manner, documents and
      other temporarily provided information. And the above all are uniformly called
      Confidential Information;

        10-2.
      Yinfa
      and Derentang agree that either party shall not provide Confidential Information
      to others during or after the contracted period. And the two parties further
      agree that they shall promote their employees and distributors to obey this
      regulation.

    


    11.
      Delivery of notice

        11-1.
      any
      notice, request, order or other information ruled in this contract shall be
      delivered to the specific persons or the offered newest address, fax or
      telephone numbers in the contract (unless notify the other different address,
      fax or telephone numbers in written);

        11-2.
      the
      Information in 11-1 shall be regarded as fully delivered. When checking the
      delivery and/or receipts, it should be fully evident the information has been
      delivered to the receiver’s address, or the proper address is contained on the
      envelope and it has been posted or delivered to the receiver’s address, or the
      information has been delivered to the receiver through telegraph, fax or telex.
      If through telex, it is regarded as properly delivering when receiving the
      response signal from the receiver’s telex; if through fax, it is regarded as
      properly delivering when receiving the successful delivery report;

        11-3.
      any
      content in Article 10 shall not hinder delivering the information or proving
      the
      delivery in any legally permissible way.

    


    12.
      Others

        12-1.Other
      unpresented or complementary provisions shall be provided in the complementary
      agreements signed by Yinfa and Derentang

        12-2.Any
      disputes due to this contract can be sued to Suining Intermediate People’s
      Court

        12-3.This
      contract goes into effect upon the signatures of legal representatives or the
      authorized persons of the two parties

        12-4.This
      contract is in four originals, two for Yinfa and two for Derentang. The legal
      effects of the contract and its complementary agreements are equal.

     

    
      
        
        

      

      
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    Suining
      Yinfa DAR Industrial Co.

    By:

    Name:

    Job
      title:

    


    


    Chengdu
      Derentang Pharmacy Company Medicine Branch

    By:

    Name:

    Job
      title:

    


    


    Signed
      by
      Yinfa and Derentang on 18 April, 2007 

     

    
      
        
        

      

      
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