Exhibit 10.2


    
      EXHIBIT
        10.2

       

      Reorganization
        Agreement

       

      January
        19, 2006

       

      This
        Reorganization Agreement is entered between Yangling Daiying Biotech &
Pharmaceutical Group Co., Ltd (Yangling) and Hunan Ze An Pharmaceutical Co.,
        Ltd
        (used to be named “Hunan Jin Jin Pharmaceutical Co., Ltd)(Ze An Pharmaceuticals)
        and its shareholders Zhongyu Lu, Aibin Chen and Weiliang Wu (Shareholders
        of Ze
        An Pharmaceuticals). 

       

      Yangling
        Daiying Biotech & Pharmaceutical Group Co., Ltd (Yangling), a corporation
        registered at Shaanxi Province, located at #10 Tai Cheng South Rd., Yangling
        High-tech Demonstration Zone, Shaanxi, P.R. China. The legal representative
        of
        Yangling is Wenxia Guo. 

       

      Hunan
        Ze An Pharmaceutical Co., Ltd (Ze An Pharmaceuticals), a company registered
        at
        Hunan Province, located at An Xiang Industrial Park, An Xian County, Hunan,
        P.R.
        China. The legal representative of Ze An Pharmaceuticals is: Zhongyu Lu.
        

       

      In
        order
        to optimize company’s resources, promote the cross-province development, satisfy
        the requirements of the market, Yangling and Ze An Pharmaceuticals would
        like to
        reorganize subject to terms and conditions hereunder after carefully considering
        the advantages of the two parties:

       

      	1.  	
              Yangling
                and Ze An Pharmaceuticals agree to reorganize with the other party
                based
                on the principles of equality, free-will and mutual benefit. The
                Agreement
                shall be construed in accordance with the laws of People’s Republic of
                China. Zongyu Lu is the legal representative of Ze An Pharmaceuticals
                and
                has been fully authorized to sign this agreement by all the shareholders
                of Ze An Pharmaceuticals. 

            


       

      	2.  	
              Yangling
                and Ze An Pharmaceuticals has acknowledged and confirmed that Shareholders
                of Ze An Pharmaceuticals invested totally eight million Ren Min Bi
                (RMB)
                to Ze An Pharmaceuticals as its capitals.


            


       

      	3.  	
              Yangling
                shall invest 1,440,000 RMB in cash to purchase 18% of shares of Ze
                An
                Pharmaceuticals held by Weiliang Wu. Yangling shall invest 1,960,000
                RMB
                in cash and 120,900 shares of common stocks of Worldwide Biotech
&
                Pharmaceutical Company (WWBP) which is worth of 1,000,000 RMB (the
                share
                price of the WWBP’s common stocks is $1 per share, the exchange rate for
                RMB is $1 US for 8.27 RMB based on the foreign exchange rate on December
                31, 2004) agreed by both Yangling and Ze An Pharmaceuticals to purchase
                37% of shares of Ze An Pharmaceuticals held by Zhongyu Lu. Yangling
                shall
                grant 96,700 shares of common stocks of WWBP which is worth of 0.8
                million
                RMB (the share price of WWBP’s common stocks is $1 per share, the foreign
                exchange rate for RMB is $1 US for 8.27 RMB on December 31, 2004)
                to
                purchase the shares of Ze An Pharmaceuticals held by Aibin Chen,
                which is
                10% of shares of Ze An Pharmaceutical held by Aibin Chen.
                

            


       

      After
        the
        reorganization, the capital structure of Ze An Pharmaceuticals is: Yangling
        controls 65% total shares of Ze An Pharmaceuticals, Aibin Chen controls 20%
        total shares of Ze An Pharmaceuticals and Zhongyu Lu controls 15% total shares
        of Ze An Pharmaceuticals.

       

      	4.  	
              Compensations
                in Cash and Stocks: 

            


       

      	a)  	
              Upon
                closing of transaction: Yangling shall pay 720,000 RMB in cash to
                Weiliang
                Wu, Yangling shall pay 980,000 RMB in cash to Zhongyu
                Lu.

            


       

      	b)  	
              It’s
                the responsibility of Yangling to grant WWBP’s common stocks. Construed
                and permitted by security laws and all other related laws of the
                United
                States, Yangling shall issue 120,900 shares of common stocks of Worldwide
                Biotech & Pharmaceutical Company to Zhongyu Lu and issue 96,700 shares
                of common stocks of Worldwide Biotech & Pharmaceutical Company to
                Aibin Chen.

            


       

      	c)  	
              With
                the cooperation of Ze An Pharmaceuticals, Yangling shall be responsible
                to
                change the registration of Ze An Pharmaceuticals required by Chinese
                government and related laws, when these processes are done, Yangling
                shall
                pay Weiliang Wu 720,000 RMB of cash and Zhongyu Lu 500,000 RMB of
                cash.

            


       

      	d)  	
              Shareholders
                of Ze An Pharmaceuticals acknowledge that there’s no any undisclosed debt,
                obligations, capital lost, any ongoing lawsuit and potential lawsuit
                against Ze An Pharmaceuticals, otherwise, Shareholders of Ze An
                Pharmaceuticals shall undertake all responsibilities.
                

            


       

      	e)  	
              The
                company after reorganization shall hire international accounting
                firm to
                audit financials of Ze An Pharmaceuticals. When the audited financials
                is
                completed under the cooperation of Shareholders of Ze An Pharmaceuticals,
                Yangling shall pay Zhongyu Lu 480,000 RMB of
                cash.

            


       

      	5.  	
              Yangling
                has the right to assign the legal representative for the Board of
                Directors of the reorganized company. 

            


       

      	6.  	
              The
                reorganized company shall be governed by Chinese Corporation Law
                and the
                Article of Corporation, operation activities shall under the supervision,
                instruction and inspection of Yangling. 

            


       

      	7.  	
              When
                the reorganization transaction is closed, the reorganized company
                shall be
                a holding company of Yangling, any business and operation activities
                shall
                be governed by Chinese Laws and regulations and shall comply with
                Yangling’s business plan.

            


       

      	8.  	
              The
                Agreement shall be executed when all the parties signed this agreement.
                The Agreement can be amended with written agreement by both Yangling
                and
                Ze An Pharmaceuticals.

            


       

      	9.  	
              Breaches
                of the agreement: If there’s any party breaches any terms of the
                agreement, the other party have the right to terminate the contract
                and
                request for compensation of all related damages, any disputes shall
                be
                resolved through arbitration or legal proceedings. The
                contract is governed by Chinese law and under the jurisdiction of
                the
                court in Xi’an.

            


       

      	10.  	
              The
                Agreement is executed in six of counterparts, each party hold two
                copies
                and the other two copies were back up at the related
                authorities.

            


       

       

      Yangling:
        Yangling Daiying Biotech & Pharmaceutical Co., Ltd.

       

      Legal
        Representative: Wenxia Guo

       

      Signature:
        //s//Wenxia
        Guo

       

       

      Ze
        An
        Pharmaceuticals: Hunan Ze An Pharmaceutical Co. Ltd.

       

      Legal
        Representative

       

      Or
        Authorized Representative: Zhongyu Lu

       

      Signature:
        //s//
        Zhongyu Lu

       

       

      Date:
        January 19, 2006