Contract

EXHIBIT 10.2 LIST OF DISTRIBUTION AGREEMENTSName of Distributor ProductChina Hua Yuan Anima Industry Company Compound Ginseng capsuleGanSu FuHe Medicine Company Compound Ginseng capsuleGuangDong JiDong Medicine Industry Company Compound Ginseng capsuleHuBiaoHang (Xi’an) NanYang Cordial Company Compound Ginseng capsuleShaanXi GuangDa Medicine Industry Company Compound Ginseng capsuleShaanXi XinYuan Masterminding Company Tian Pain Relief Capsule SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A:Xi’an Tian’an Pharmaceutical Co.,Ltd.(shortened form: party A)Party B:China HuaYuan Anima Industry Company (shortened form: party B) To develop medicine industry and satisfy the requirements of the patients,and enlarge the products market of Party A, through consultation by parties,which are accordance with Economic Contract Law of the People’s Republic ofChina, Pharmaceutical Administration Law of The People’s Republic of China andother laws and statutes to make this agreement by parties.1. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in HuaBei region,and the purview of Party B include hereinafter: to be responsible the business,promotion, contract, employment medical representatives, the management team,organizational development and clinical follow-up promotion, organizationsrelated to the products in HuaBei region, such as academic activities formarketing operations, and assume the entire region sales tasks and expandoversea market with Party A.2. Products(1) Name: Compound Ginseng capsule Spec: 0.25g*60 granules/bottle 0.25g*72 granules/box3. Price (1) Party A to Party B: Compound Ginseng capsule, 0.25g*60 granules/bottle The price is RMB 63.8/bottle (includes tax). Compound Ginseng capsule, 0.25g*72 granules/box The price is RMB 98/box (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products to customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: 300 bottles of 0.25gx60 granules 300 boxes of 0.25gx72 granules If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents. Party A is responsible for giving written introduction and assistance tonew agents. Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party A shall introduce them to Party B in these occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5) If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A.11. Supplementary terms Other matters are not set in this contract, which can set supplementaryterms. 312. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Mar. 3rd 2006Party B: (Stamp) China HuaYuan Anima Industry CompanyAddress: No.58 Wei QiangXiao Village FengTai District, BeiJing CityPost Code: 100073Legal Person Representative: Wang YanHuaTel: 010-63260247Date: Mar. 3rd 2006 SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.(shortened form: party A)Party B: GanSu FuHe Medicine Company (shortened form: party B) To develop medicine industry and satisfy the requirements of the patients,and enlarge the products market of Party A, through consultation by parties,which are accordance with Economic Contract Law of the People’s Republic ofChina, Pharmaceutical Administration Law of The People’s Republic of China andother laws and statutes to make this agreement by parties.2. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in GanSu province,and the purview of Party B include hereinafter: to be responsible the business,promotion, contract, employment medical representatives, the management team,organizational development and clinical follow-up promotion, organizationsrelated to the products in GanSu province, such as academic activities formarketing operations, and assume the entire region sales tasks.2. Products(1) Name: Compound Ginseng capsule Spec: 0.25g*60 granules/bottle 0.25g*72 granules/box3. Price (1) Party A to Party B: Compound Ginseng capsule, 0.25g*60 granules/bottle The price is RMB 63.8/bottle (includes tax). Compound Ginseng capsule, 0.25g*72 granules/box The price is RMB 98/box (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products to customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: 300 bottles of 0.25gx60 granules 250 boxes of 0.25gx72 granules If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents. Party A is responsible for giving written introduction and assistance tonew agents. Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party B may consign other units or individuals as its agent to share part of the task in the regulated region. Party A may recommend proper units or individuals to Party B in the above occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5) If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A. 311. Supplementary termsOther matters are not set in this contract, which can set supplementary terms.12. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Jan. 10th 2006Party B: (Stamp) GanSu FuHe Medicine CompanyAddress: No.158 ShangXiYuan QiLiHe District LanZhou CityPost Code: 730050Legal Person Representative: FanTaoTel: 0931-2633466Date: Jan. 10th 2006 SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.(shortened form: party A)Party B: GuangDong JiDong Medicine Industry Company (shortened form: party B) To develop medicine industry and satisfy the requirements of the patients,and enlarge the products market of Party A, through consultation by parties,which are accordance with Economic Contract Law of the People’s Republic ofChina, Pharmaceutical Administration Law of The People’s Republic of China andother laws and statutes to make this agreement by parties.3. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in GuangDongprovince, and the purview of Party B include hereinafter: to be responsible thebusiness, promotion, contract, employment medical representatives, themanagement team, organizational development and clinical follow-up promotion,organizations related to the products in GuangDong province, such as academicactivities for marketing operations, and assume the entire region sales tasksand expand oversea market with Party A.2. Products(1) Name: Compound Ginseng capsule Spec: 0.25g*60 granules/bottle 0.25g*72 granules/box3. Price (1) Party A to Party B: Compound Ginseng capsule, 0.25g*60 granules/bottle The price is RMB 63.8/bottle (includes tax). Compound Ginseng capsule, 0.25g*72 granules/box The price is RMB 98/box (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products to customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: 400 bottles of 0.25gx60granules 300 boxes of 0.25gx72granules If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents. Party A is responsible for giving written introduction and assistance tonew agents.Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party A shall introduce them to Party B in these occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5) If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A.11. Supplementary terms Other matters are not set in this contract, which can set supplementaryterms. 312. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Jan. 31st 2006Party B: (Stamp) GuangDong JiDong Medicine Industry CompanyAddress: Room 239 No.1 Building, No.100 of Middle Part of XianLie Rd. DongShan District GuangZhou CityPost Code: 510070Legal Person Representative: Lei DaLongTel: 021-87373992Date: Jan. 31st 2006 SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.(shortened form: party A)Party B: HuBiaoHang (Xi’an) NanYang Cordial Company (shortened form: party B) To develop medicine industry and satisfy the requirements of thepatients, and enlarge the products market of Party A, through consultation byparties, which are accordance with Economic Contract Law of the People’sRepublic of China, Pharmaceutical Administration Law of The People’s Republic ofChina and other laws and statutes to make this agreement by parties.4. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in ShaanXiprovince, and the purview of Party B include hereinafter: to be responsible thebusiness, promotion, contract, employment medical representatives, themanagement team, organizational development and clinical follow-up promotion,organizations related to the products in ShaanXi province, such as academicactivities for marketing operations, and assume the entire region sales tasksand expand oversea market with Party A.2. Products(1) Name: Compound Ginseng capsule Spec: 0.25g*60 granules/bottle 0.25g*72 granules/box3. Price (1) Party A to Party B: Compound Ginseng capsule, 0.25g*60 granules/bottle The price is RMB 63.8/bottle (includes tax). Compound Ginseng capsule, 0.25g*72 granules/box. The price is RMB 98/box (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: 500 bottles of 0.25gx60 granules 500 boxes of 0.25gx72 granules If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents. Party A is responsible for giving written introduction and assistance tonew agents. Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party A shall introduce them to Party B in these occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5)If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A.11. Supplementary terms Other matters are not set in this contract, which can set supplementaryterms. 312. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Feb. 28th 2006Party B: (Stamp) HuBiaoHang (Xi’an) NanYang Cordial CompanyAddress: Room 308 B Seat of ChuangTuo Mansion,GaoXin 5th Rd. Xi’an CityPost Code: 710075Legal Person Representative: Yang XiaoHongTel: 029-88038558Date: Feb. 28th 2006 SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A:Xi’an Tian’an Pharmaceutical Co., Ltd.(shortened form: party A).Party B:ShaanXi GuangDa Medicine Industry Company (shortened form: party B). To develop medicine industry and satisfy the requirements of the patients,and enlarge the products market of Party A, through consultation by parties,which are accordance with Economic Contract Law of the People’s Republic ofChina, Pharmaceutical Administration Law of The People’s Republic of China andother laws and statutes to make this agreement by parties.1. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in XiBei region,and the purview of Party B include hereinafter: to be responsible the business,promotion, contract, employment medical representatives, the management team,organizational development and clinical follow-up promotion, organizationsrelated to the products in XiBei region, such as academic activities formarketing operations, and assume the entire region sales tasks and expandoversea market with Party A.2. Products (1) Name: Compound Ginseng capsule Spec: 0.25g*60granules/bottle 0.25g*72granules/box3. Price (1) Party A to Party B: Compound Ginseng capsule, 0.25g*60 granules/bottle. The price is RMB 63.8/bottle (includes tax). Compound Ginseng capsule, 0.25g*72 granules/box. The price is RMB 98/box (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products to customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: 300 bottles of 0.25gx60 granules 200 boxes of 0.25gx72 granules If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents.Party A is responsible for giving written introduction and assistance to newagents. Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party A shall introduce them to Party B in these occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5) If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A.11. Supplementary terms Other matters are not set in this contract, which can set supplementaryterms. 312. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co., Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Jan. 18th 2006Party B: (Stamp) ShaanXi GuangDa Medicine Industry CompanyAddress: G Seat 7th Flr. Millennium Star Mansion No.88Western Part of 2nd South Ring Rd., Xi’an CityPost Code: 710016Legal Person Representative: Yu ShuHongTel: 029-88360888Date: Jan. 18th 2006 SALES AGENCY AGREEMENT OF XI’AN TIAN’AN PHARMACEUTICAL CO., LTD.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.(shortened form: party A)Party B: ShaanXi XinYuan Masterminding Company (shortened form: party B) To develop medicine industry and satisfy the requirements of the patients,and enlarge the products market of Party A, through consultation by parties,which are accordance with Economic Contract Law of the People’s Republic ofChina, Pharmaceutical Administration Law of The People’s Republic of China andother laws and statutes to make this agreement by parties.1. Sales Territory and Purview Clauses Party A identify with Party B as first marketing agent in ShaanXiprovince, and the purview of Party B include hereinafter: to be responsible thebusiness, promotion, contract, employment medical representatives, themanagement team, organizational development and clinical follow-up promotion,organizations related to the products in ShaanXi province, such as academicactivities for marketing operations, and assume the entire region sales tasksand expand oversea market with Party A.2. Products (1) Name: Tian’an soft capsule Spec: 0.45g*120granules/bottle3. Price (1) Party A to Party B: Tian’an soft capsule, 0.45g*120granules/bottle The price is RMB 27.6/bottle (includes tax). (2) The price differences between settlement price and market price will be the expenses which are to market development including fees of operation, management, business stipend and bonus, and Party A will not pay more. (3) Party B shall not sell products to customers at a price below 75% of the trade price, except for special occasions, but with the agreements of Party A.4. Settlement (1) After confirmation of the order, Party B shall remit full payment of the goods to the account appointed by Party A. (2) Party B shall pay the above part of the tax writ, which made out by Party A, accordance with the provisions of Party A. 1 (3) Clients remit the payment of goods to the account of Party A, and Party A will remit the payment to the account of Party B in three days, which may be postponed when meets festivals and Party A will pay Party B postponed fees as 1%/day.5. Task The sales requirements of Party B are: Tian’an soft capsule:3000pieces/year If Party B accomplished 80% of the annual sales target, Party A shouldthink that Party B accomplish target, and if the sales achievement of Party Bwas below 80% of the target, even then, the Party A shall give Party a graceperiod, but if Party B would not accomplish it, which the Party A will consignnew agents with the policy of market supplement agency, namely, the clientsdeveloped by Party B (clinical hospitals, agents, medicine multiple shops) willcontinue enjoy the contract price developed, to ensure the market share andthink of the investment on market development by Party B in prior period. Theundeveloped regions and clinical hospitals will be operated and developed by newagents. Party A is responsible for giving written introduction and assistance tonew agents. Party A shall pay Party B development expenses when Party A violates aboveclause or can not achieve agreement with new agents.6. Market Protection (1) To ensure the market development in order, Party A shall protect it and supply goods accordance with region code system, which the least unit is a code to check mess action. (2) Party A shall not consign any units or individuals in the region of Party B to sell the products herein the contract, or sell directly to any units or individuals in the region of Party B. Party A shall introduce them to Party B in these occasions. (3) Products of other regions come into the region herein the contract, which will be regarded as violation, and Party A will undertake it. (4) Products come out of the region of Party A to other regions, which will be regarded as violation, and Party B will undertake it. (5) If there are the violations herein above, and verified by parties, which the damage will pay the other party compensation of three times amount of over regions sales. 27. Responsible Terms by Party A (1) Party A ensures that the quality of the products providing to Party B meet the provisions and standards of the country and take any results or damage caused by quality. (2) Party A provide all legal documents, approvals, quality testing reports, price approvals and propagandizing materials about products sales. (3) Party A shall send out the products in three days after receiving the consignment notice of Party B, and the goods will send to the appointed place or person. (4) Party A shall give supports and instructions of academic, advertising and training about market of Party B.8. Responsible Terms by Party B (1) Party B is responsible for organization of marketing, extending, assistance, clearing the payment of goods, personnel employment, masterminding advertising of products and so on, which Party B will undertake all the cost and the results of violation the law. (2) Party B is in duty bound to supervise the fake products in the market, and feedback the market news in time, to maintain the honor of Party A and the products. (3) Party B shall communicate with Party A in time about the need of the products, to the effect that Party A could arrange production plan in reason. (4) Party B has the duty to assort with academic, sales promotion and propaganda activities organized by Party A.9. Violation of the stipulations (1) If either of the two parties is found to have violated the stipulations herein, the other party has the right to inquiry and the damage will undertake the economic losing. (2) Either of the two parties wishes to terminate the contract, he shall notice, in writing, the other party two months prior to its expiration.10. Supplementary terms of agreement dispute All disputes arising from the execution of this Agreement shall be settledthrough friendly consultations. In case no settlement can be reached, the casein dispute shall then be submitted to the court at the seat of Party A.11. Supplementary terms Other matters are not set in this contract, which can set supplementaryterms. 312. This agreement, when duly signed by the both parties concerned, shall remainif force for one year.Party A: Xi’an Tian’an Pharmaceutical Co.,Ltd.Address: No.18 Torch Rd. East Development Zone, Xi’an CityLegal Person Representative: Weng JianJunTel: 029-85381616Fax: 029-85381515Date:Jan. 10th 2006Party B: (Stamp) ShaaXi XinYuan Masterminding CompanyAddress: No.92 Eastern Part of ZaoYuan Rd. Xi’an CityPost Code: 710075Legal Person Representative: Gao ZeMinTel: 029-84630331Date: Jan. 10th 2006