MARKETING AND LICENSE AGREEMENT





THIS AGREEMENT is made as of October 8th, 2000,



BETWEEN:



               Allwin Biotrade Inc., a corporation having an office at East

               Asia Chambers, P.O. Box 901, Road Town, Tortola, British

               Virgin Islands



               ("Allwin Biotrade")



AND:



               YOO & YOO BioTech Co., Ltd, a company organised under the laws of

               the  Republic  of Korea  and  having  offices  at  #301,  207-10,

               Poee-Dong, Kangnam-Ku, Seoul, the Republic of Korea



               ("YOO & YOO")





WHEREAS:



(A)  Allwin Biotrade,  an affiliate of Dragon  Pharmaceuticals  Inc. and Nanjing

     Huaxin Biotech Co., Ltd., has certain world-wide marketing and sales rights

     for the Products; and



(B)  Allwin Biotrade has agreed to grant certain rights to YOO & YOO to sell the

     Products in a specified market;



THIS  AGREEMENT   WITNESSES  that  in   consideration   of  $1  paid  and  other

consideration  given,  by each  party  to each  other  party,  the  receipt  and

sufficiency of which each party  acknowledges,  the parties  severally  AGREE as

follows:



                                     Part 1



                         Definitions and Interpretation



Definitions



1.1  In this Agreement, except as otherwise expressly provided or as the context

     otherwise requires:



(a)  Affiliate  of a party  means a  corporation  or entity  that,  directly  or

     indirectly,  controls, is under common control with or is controlled by the

     specified party;



{PAGE}



(b)  current GMP means current good manufacturing practices as determined by the

     World Health Organization;



(c)  Indication means the use of the Product to treat a particular  condition as

     described in Schedule A;



(d)  Market Area means the territory described in Schedule A;



(e)  Marketing Approval has the meaning set out in ss.2.9;



(f)  Marketing Plan has the meaning set out in ss.3.1;



(g)  Products  means  those  biotechnology  or  pharmaceutical  drugs  listed in

     Schedule A;



(h)  Purchase Orders has the meaning set out in ss.4.5; and



(i)  Trademark License Agreement has the meaning set out in ss.3.4.



Interpretation



1.2  In this Agreement, except as otherwise expressly provided or as the context

     otherwise requires,



     (a)  "this   Agreement"   means  this   agreement  as  from  time  to  time

          supplemented  or  amended  by  one or  more  agreements  entered  into

          pursuant to the applicable provisions of this Agreement,



     (b)  a reference to a Part is to a Part of this  Agreement,  and the symbol

          ss.  followed by a number or some  combination  of numbers and letters

          refers to the section, paragraph, subparagraph, clause or subclause of

          this Agreement so designated,



     (c)  headings are solely for  convenience of reference and are not intended

          to be complete or accurate  descriptions of content or to be guides to

          interpretation of this Agreement or any part of it,



     (d)  the word  "including",  when following a general statement or term, is

          not to be construed  as limiting the general  statement or term to any

          specific item or matter set forth or to similar items or matters,  but

          rather as  permitting  the general  statement or term to refer also to

          all other  items or matters  that  could  reasonably  fall  within its

          broadest possible scope,



     (e)  an  accounting  term not  otherwise  defined  herein  has the  meaning

          assigned to it, and every  calculation  to be made  hereunder is to be

          made, in accordance with accounting  principles  generally accepted in

          the United States applied on a consistent basis,



     (f)  a reference to currency means United States currency,



{PAGE}





     (g)  a reference to a statute includes all regulations made thereunder, all

          amendments to the statute or  regulations  in force from time to time,

          and every statute or regulation  that  supplements or supersedes  such

          statute or regulations,



     (h)  a reference to an entity includes any successor to that entity,



     (i)  a word  importing  the  masculine  gender  includes  the  feminine and

          neuter, a word in the singular includes the plural, a word importing a

          corporate entity includes an individual, and vice versa, and



     (j)  a reference to "approval",  "authorization" or "consent" means written

          approval, authorization or consent.



                                     Part 2



                                GRANT OF LICENSE



License



2.1  Subject to the terms of this  Agreement,  Allwin  Biotrade hereby grants to

     YOO & YOO an exclusive  license to sell the Products in the Market Area for

     treatment  of  the  Indications.   Notwithstanding  the  foregoing,  Allwin

     Biotrade retains the right for it, and its Affiliates, to sell the Products

     in the Market Area.



2.2  Nothing in this  Agreement  confers on YOO & YOO any  interest,  licence or

     right  in  respect  of  Products,  other  than as set out  herein,  and the

     Products  will remain the  exclusive  property of Allwin  Biotrade  and its

     Affiliates.  Sales outside of the Market Area are  prohibited and YOO & YOO

     will have no manufacturing rights.



2.3  YOO & YOO will forthwith  disclose to Allwin Biotrade every  improvement to

     or  further  development  of the  Products,  including  the  results of any

     research,  testing or clinical  trials  conducted  by or on behalf of YOO &

     YOO. The results of such research, testing, trials and improvements will be

     immediately  disclosed  to  Allwin  Biotrade  and will be  owned by  Allwin

     Biotrade and its  Affiliates,  without any  obligation  of YOO & YOO,  with

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