ASSET PURCHASE AGREEMENT



This ASSET PURCHASE AGREEMENT dated as of February 6, 2006 (the "Agreement") is

entered into by and between Shanghai Likang Disinfectant High-Tech Company,

Limited, a corporation formed under the laws of China ("Buyer"); Shanghai Likang

Pharmaceuticals Technology Company, a corporation formed under the laws of China

("Seller"); and Xuelian Bian, an individual and principal control person of the

Seller ("Principal").



                                    PREAMBLE



     WHEREAS,  Buyer is  engaged  in the  manufacture  and sale of  disinfectant

health care products ("Business");



     WHEREAS, Buyer, in connection with the operation of its Business,  leases a

facility  ("Building")  (as more fully described below and referred to hereafter

as the "Asset") owned by the Seller;



     WHEREAS,  the  Building  is used by Buyer for  manufacturing  of certain of

Buyers products;



     WHEREAS, Messrs. Xuelian Bian and Wei Guan, the Buyer's officers, directors

and principal shareholders,  are the shareholders of Seller, owning 90% and 10%,

respectively, and are the principal persons in control of the Asset; and



     WHEREAS, Seller desires to convey, sell and assign to Buyer all of Seller's

right, title and interest in and to the Asset, and Buyer desires to purchase the

Asset, upon the terms and conditions contained in this Agreement.



     NOW THEREFORE,  in  consideration of the mutual promises and other good and

valuable  consideration,  the sufficiency of which is hereby  acknowledged,  the

parties agree as follows:



1    Sale and Purchase of Asset.





     1.1 Recitals.  The parties agree that the recitals set forth above are true

and  correct.  This  Agreement  supercedes  all prior  understandings  among the

parties,  whether  oral or  written,  concerning  the subject  matter  contained

herein.



     1.2 Sale and Purchase of Asset. Subject to the terms and conditions of this

Agreement,  at the closing described in Section 5 (the "Closing"),  Seller shall

sell to Buyer, and Buyer shall purchase from Seller, the Asset free and clear of

all liens,  charges,  encumbrances  and security  interests and identified  more

particularly on Schedule 1.1 (the "Asset").



     1.3 Liabilities Excluded. In connection with Buyer's purchase of the Asset,

Buyer shall not assume or become responsible for the payment of any liabilities,

obligations  or  expenses  of  Seller in  connection  with the  Asset,  Seller's

business or otherwise.



2 Purchase Price; Payment. The purchase price for the Asset (the "Purchase

Price") shall be the sum of $333,675.43 (the "Purchase Price") payable on the

Closing Date (as defined herein) in exchange for the Buyer satisfying and

canceling the unpaid amount Seller owes Buyer in the amount of $333,675.43,



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3 Representations and Warranties of Seller. Except as otherwise set forth in a

disclosure schedule delivered by Seller at the time this Agreement is executed

and delivered (the "Seller Disclosure Schedule"), the Principal and Seller,

jointly and severally, hereby make the following representation and warranties

to Buyer as of the date hereof and as of the Closing Date.



     3.1  Organization   and  Good  Standing.   Seller  is  a  corporation  duly

incorporated,  validly  existing  and in good  standing  under  the  laws of its

jurisdiction of formation, with full corporate power and authority to own, lease

and operate its business and  properties  and to carry on business in the places

and in the manner as presently conducted or proposed to be conducted.  Seller is

in good  standing as a foreign  corporation  in each  jurisdiction  in which the

properties owned, leased or operated, or the business conducted,  by it requires

such  qualification  except  where the  failure to so  qualify  would not have a

material  adverse  effect  on the  Asset  or  consummation  of the  transactions

contemplated hereby (a "Seller Material Adverse Effect").



     3.2 Authority and  Enforcement.  Seller has all requisite  corporate power,

including any shareholder approval, if any, and authority to execute and deliver

this Agreement,  and to consummate the transactions  contemplated hereby. Seller

has taken all corporate  action necessary for the execution and delivery of this

Agreement and the consummation of the transactions contemplated hereby, and this

Agreement  constitutes the valid and binding  obligation of Seller,  enforceable

against  Seller in  accordance  with its  terms,  except as may be  affected  by

bankruptcy,   insolvency,   moratoria  or  other  similar  laws   affecting  the

enforcement of creditors' rights generally and subject to the qualification that

the availability of equitable remedies is subject to the discretion of the court

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