Share Pledge Agreement

SHARE PLEDGE AGREEMENT


This Share Pledge Agreement (hereinafter " this Agreement" ) is entered into in Beijing, China on the day of January 4, 2009 by the following parties:


Party A Beijing Tibet Health Consulting Co., Ltd. hereafter referred to as " Pledgee"

Address:Room 811, Building No.1, 40 Dongzhong Street, Dongcheng District, Beijing


Party B (hereafter referred to as " Pledgors" )


Wang Shuxiang

ID __ 371481195410100096 _


Zheng Yilin

ID _ 37148119580922009X


Yang An

ID 120105196212025122_


Kong Ruifen

ID 32021919430405802X


Party C Le Ling Jin Zang Huang Biotechnology Co., Ltd.

(hereafter referred to as " Le Ling Jin Zang Huang" or the " Company" )

Address North of Kaiyuan East Road, Leling


WHEREAS ?


1.

The Party A, the Pledgee, is a wholly-owned foreign enterprise registered in Beijing, the People' s Republic of China (hereinafter " PRC" )


2.

Party C is a company registered in accordance with the laws and regulations of PRC.


3.

The Pledgors, Wang Shuxiang owns 95% equity interests of Le Ling Jin Zang Huang ,Zheng Yilin owns 2% equity interests of the Company, Yang An owns 2% equity


1


interests of the Company and Kong Ruifen owns 1% equity interests of the Company.


4.

Party A, B and C executed a " Technology Consulting and Service Agreement" (hereinafter " Exclusive Technology and Business Consulting Service Agreement" or " Service Agreement" ), Call Option Agreement and Proxy Agreement on _________ , 2009.


5.

In order to ensure that Pledgors will perform their obligations under the Service Agreement and the Pledgee can normally collect the Technology Consulting Service Fees from the Pledgors, the Pledgors agree to pledge all their equity interests in Party C as a securities for the performance of the obligations under Call Option Agreement, Proxy Agreement and payments of the Technology Consulting Service Fees under the Technology Consulting Service Agreement. As a result of the foregoing, Party A, Party B and Party C reach this Share Pledge Agreement.


NOW THEREFORE, the Pledgee and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:


1.

Definition


Unless otherwise provided in this Agreement, the following terms shall have the following meanings:


1.1

" Pledge" : refers to the full content of Article 2 hereunder.


1.2

" Equity Interest" : refers to all the equity interest in the Company legally held by the Pledgors.


1.3

" Principal Agreements" : refers to Technology Consulting Service Agreement, Call Option Agreement and the Proxy Agreement.


1.4

" Event of Default" : refers to any event in accordance with Article 7.1 hereunder.


1.5

" Notice of Default" : refers to the notice of default issued by the Pledgee in accordance with this Agreement.


2


2.

Pledge


2.1

The Pledgors agree to pledge their equity interests in the Company to the Pledgee as securities for their obligations under the Principal Agreement.


2.2

The scope of the Pledge under this Agreement covers the obligations of the Pledgors under Principal Agreements and any fees.


2.3

Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.


2.4

Without other written consent of the Pledgee, Pledge shall take effect until the obligations under the Principal Agreements will have been fulfilled. If Party C or the Pledgors cannot fulfill all or part of the obligations under the Principal Agreements at the time the term of those agreements expires, the Pledgee shall be still entitled to the pledge under this Agreement, until all the above said obligations has been fulfilled.


3.

Effectiveness and Term


3.1

The agreement is effective as of the date first set forth above.


3.2

During the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Loan Agreement and Party C fails to pay exclusive technology consulting service fee in accordance with the Technology Consulting Service Agreement.


4.

Physical Possession of the Documents


4.1

During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the Name List of Shareholder of Le Ling Jin Zang Huang to the Pledgee within 5 days as of the date of conclusion of this Agreement.


3


4.2

If any information on the certificate of pledge has changed, the Pledgors and the Pledgee shall revise the information on the certificate within 5 days as of the date of this Agreement.


4.3

The Pledgee shall be entitled to collect the dividends ...