LABOR
CONTRACT





Party A
(herein after referred as “Employer”): Hainan Zhonghe Pharmaceutical Co., Ltd.
(hereinafter referred as “Zhonghe”)





Legal
Representative: (signature or stamp)





Party B
(here in after referred as “Employee”) (sign or stamp): Xiaoqun Ye


ID No.:
429005196612278296





Sign
date: January 1, 2007





This
Labor Contract (hereinafter referred as “Contract”) is signed in accordance with
the “Labor Law of People's Republic of China" (hereinafter referred as “Labor
Law”) and other laws and regulations on a mutuality voluntary and consultation
basis by and between the following Employer and Employee, both Employer and
Employer agree to and perform the following terms and provisions of this
Contract.





Article 1
Term of the Contract & Probation Period


The term
of this Contract shall be 5 years from January 1, 2007 to December 31, 2011,
during this: there shall be a probation period of 1 month.





Article 2
Working Content


2.1 The
Employer agrees to employ the Employee as General ManagerwithZhonghe, should the
Employer reassign the Employee’s job position according to business need and
operating status, it must first consult with and acquire consent from the
..Employee.





2.3 The
Employee shall complete quality work in a timely manner according to requirement
and obey the administration defined by the Employer.





Article 3
Working hour & Working Protection


3.1 The
Employer shall implement a 40-hour work week system (no more than 8 hours a day,
no more than 40 hours a week in average) in accordance with the government
regulations and subject to the operations needs.


3.2 The
Employee is entitled to all legal holidays and other paid leaves of absence in
accordance with the relevant laws and regulations of the PRC.


3.3 The
Employer shall provide the Employee with necessary conditions and occupational
safety and health environment conforming to the provisions of the government
rules, and the Employer shall set up and perfect operation regulations and labor
safety, hygiene systems








Article 4
Remuneration


4.1 The
salary of the Employee shall be monthly paid in form of cash by the Employer in
accordance with applicable laws and regulations of PRC and subject to
performance assessment of the Employee.


4.2 The
Employer shall implement minimum wage guarantee system to insure that the wage
be paid not less than the standard minimum salary standard issued by provincial
government.


4.3 The
Employer may adjust the Employee’s salary level such wage, bonus, subsidiary and
accessorial in accordance with relevant rules and regulations and subject to the
Employer’s productions and operations status.


4.4 The
Employer may arrange the Employee to work overtime or in play day (no more than
3 hours a day, no more than 36 hours a month) provided the Employee is paid
overtime reward or be filled rest in accordance with the “Labor Law” and other
regulations. In the event the Employee work in legal holiday, it shall be paid
overtime reward by the Employer in accordance with the “Labor Law”.


the
Employer shall pay the Employee overtime compensation in accordance with Article
No.44 of the “Labor Law of People's Republic of China".





Article 5
Social Security & Welfare


5.1 The
Employer will pay for all mandatory social security programs such pension
insurance, unemployment insurance, medical insurance on the Employee’s behalf
according to the relevant government and province regulations, and shall pay
relevant social insurance in a timely manner.


5.2
During the Employee’s employment with the Employer, in the event of the
Employee’s occupational diseases or work related injuries, the Employer shall
set the Employee’s medical treatment in accordance with government and province
requirements.


5.3
During the Employee’s employment with the Employer, in the event of the
Employee’s sickness or non-job related injuries, the Employer shall set the
Employee’s medical treatment in accordance with government and province
requirements.


5.4
During the Employee’s employment with the Employer, in the event of the
Employee’s dying out of illness or working accidents, its survival shall be
granted welfare benefits in accordance with government and province
requirements.


5.5 The
Employee may enjoy home leave in accordance the relevant regulations of PRC
after one year’s service.











Article 6
Labour Discipline


6.1 The
Employee shall comply with the government regulations and management directions
of the Employer and obey the bylaws and labor disciplines of the
Employer.


6.2 The
Employee shall strictly abide by the rules of labor safety regulations and
operations rules in the process of his work.


6.2 The
Employee shall protect the Employer’s property, comply with profession
morality.


6.3. The
Employee shall undertake the obligation to keep and not to disclose the trade
secret for the Employer during the period of this Contract.





Article 7
Modification, Termination, Dissolution and Renew and of the
Contract


7.1
Modification


The
relevant clauses of the Contract may be modified by the parties:


A.
            The
      relevant laws and regulations have been modified or abolished by which
      this Contract is abide, causing the non-performance of the
      Contract;


B.
            There
      have been major changes to in objective circumstances used as the basis
      for the execution of this Labor Contract, rendering it impossible to
      perform the Contract


C.
            Upon
      the consensus between the Employer and the
  Employee.





7.2
Termination


Upon the
occurrence of any one of the following circumstances, this Labor Contract shall
be terminated:


A.
            The
      expiration of this Contract;


B.
            The
      Employee's legal retirement;


C.
            The
      Employee lose labor capability due to illness, causing early retirement or
      leave.


D.
            The
      Employee’s disappearance and declaration of
  death.





7.3
Dissolution


A.
            This
      Contract may be dissolved upon consensus between both
    parties


B.
            The
      Employer may dissolve this Contract at any time upon the occurrence of any
      one of the following circumstances on The Employee's
  part:


a)
            The
      Employee is incompetent during probationary
  period;


b)
            The
      Employee seriously violates disciplines of the Employer or government
      regulations;


c)
            The
      Employee seriously neglects his duty and brings significant loss to the
      Employer;


d)
            The
      Employee is being punished by physical labor for its
      misfeasance


C.
            The
      Contract may be dissolved by the Employer by giving notice in written form
      30 days in advance upon the occurrence of any one of the following
      circumstance:


a)
            The
      Employee fails ill or is injured to (other than due to work) and after
      completion of medical treatment, is not able to perform his previous
      function or any other function the Employer assigns to
  him;


b)
            The
      Employee is incompetent, and still remains incompetent even after training
      or even though Party B's duty post has been
  adjusted.


c)
            There
      have been major changes to in objective circumstances used as the basis
      for the execution of this Labor Contract, rendering it impossible to
      perform the Contract, and parties fail to reach an agreement through
      consultation.


D.
            The
      Employee may dissolve this Contract at any time upon the occurrence of any
      one of the following circumstances:


a)
            The
      Employee is in the probation
period;


b)
            The
      Employer forces The Employee to perform labor through force, threat or
      illegal restriction on The Employee's personal
  freedom;


c)
            The
      Employer fails to pay labor compensation or provide work
      conditions;


d)
            Other
      circumstances specified by laws and
regulations.








7.4
Renew


A.
            The
      Employer shall negotiate the renewal of this Contract with the Employee 30
      days in advance of expiration of the
Contract


B.
            The
      renew related-procedures shall be completed before the expiration of this
      Contract.





Article 8
Economic Compensation


The
Employer shall pay the economic compensation to the Employer if the Contract is
dissolved conforming to Clouse C, Section C, Article 7 in accordance with
“Economic Compensation for Breach and Termination of Contracts Procedures” issued by the
Ministry of Labor of PRC.





Article 9
Breach Liabilities


9.1 Due
to either party’s fault, if breaching the Contract to the other party, the
damage shall be compensated by the faulty party according to the degree of the
consequence and the extent to the breach of responsibility in accordance with
“breach ‘the labor method’ relevant labor contract provision of indemnification
way”.


9.1 Due
to the force majeure, causing the non-performance or the damages to either
party, the other party may not undertake the breach liability;





Article 9
Disputes


Where a
labor dispute between the parties takes place during the performance of this
Contract, the parties concerned may apply to labor mediation committee of their
unit for mediation; if the mediation fails and one of the parties requests for
arbitration, that party may apply to the domestic dispute arbitration committee
for arbitration within 60 days starting from the date of the occurrence of a
labor dispute. Either party may also directly apply to the labor dispute
arbitration committee for arbitration. If one of the parties is not satisfied
with the adjudication of arbitration, the party may bring the case to a people's
court within 15 days of the date of receiving the ruling of
arbitration.








Article
10 Other Covenants


10.1 The
Employer shall provide the Employee a certification attesting the dissolution or
termination of the employment for the Employee’s enjoying unemployed insurance
and registration for reemployment.


10.2
Matters not mentioned herein or contrary to national, provincial regulations
shall be settled in accordance with such regulations.


10.3 This
Contract is in two copies for the Employer and the Employee.





/s/ Xiaoqun
Ye


Xiaoqun
Ye





/s/ Hainan Zhonghe
Pharmaceutical Co., Ltd.


Hainan
Zhonghe Pharmaceutical Co., Ltd.