GENERAL PARTNERSHIP AGREEMENT

This Agreement is made and entered into as of the 15 day of March, 2006 between Genesis Equity Partners, LLC, a US limited liability partnership (referred to as “GEP”) and Liang Fang Pharmaceutical, Ltd., registered in the People’s Republic of China (referred to as the “Company”).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.   Purpose. The Company hereby engages GEP for the term specified in Section 2 hereof to provide consulting services to the Company as a non-exclusive external consultant in connection with financial and similar matters upon the terms and conditions set forth herein.

2.   Term. Except as otherwise specified in Section 4 hereof, this Agreement between GEP and the Company is for the 18 month period commencing on the date hereof and may be terminated by the Company or GEP at any time upon 60 days written notice.

3.   Duties of Genesis Equity Partners.

3.1   Registration Services: During the term of this Agreement, GEP shall provide the Company with corporate finance and related financial registration services, advice with regards to, establishing the Company as a registered corporation in the United States, raising money in the private sector through a private placement, going public and filing a registration statement, advise the Company with regards to listing its stock on the Pink Sheets, OTCBB, NASDAQ SmallCap, NASDAQ NMS or other Western public stock exchanges.

GEP may recommend and obtain legal counsel; an SEC registered accounting firm, transfer agent and financial printer on behalf of and for the Company. GEP shall be responsible for all legal and professional costs up to and through the effectiveness of a registration statement. All subsequent fees and costs are included hereunder in section 4.2

GEP shall devote such time and effort to the performance of its duties hereunder as GEP deems reasonably necessary. GEP may look to others for such factual information, investment recommendations, economic. advice and/or research, upon which to base its advice to the Company hereunder, as it shall deem appropriate.

In addition, GEP shall hold itself ready to assist the Company in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable written notice, and GEP will undertake such evaluations and negotiations upon prior written agreement as to additional compensation to be paid by the Company to GEP with respect to such evaluations and negotiations and their related expenses.

The Company recognizes that GEP now renders and may continue to render financial and other registration services to other individuals and entities which may or may not conduct activities similar to those of the Company and acknowledges that GEP shall be free to render services of any kind to any other corporation, firm, individual or association.

3.2   Post-Registration Services: GEP will provide the Company Post-Registration services including but not limited to:

4.   Compensation.

4.1   Registration Services: In consideration for the services rendered within 90 days by GEP to the Company pursuant to section 3.1 (“Registration Services”) of this Agreement, the Company shall pay a service fee of USD 100 to GEP upon entering into the agreement herein.

Upon completion of the Company’s registration, the Company shall issue and deliver to GEP shares of common stock equivalent to 35% of the Company’s total shares.

In the case of a Reverse Merger, GEP will be responsible for the cost of the Shell and any attendant legal or professional services directly or indirectly related to the purchase of the Shell, the restructuring of the Shell and/or the expenses of or relating to the resolution of any outstanding legal or business issues extending from the Shell’s past or present operating history.

4.2   Post-Registration Services: In consideration for the services rendered by GEP to the Company pursuant to section 3.2 (“Post-Registration Services”) of this agreement, the Company shall pay to GEP a general service fee of USD 10,000 per month in cash or in the form of shares of the Company’s common stock (a value of USD 10,000). Such said shares are to be registered with the SEC via the company non-qualified employed option plan. This service fee payment shall not start until the Company receives pre-registration or post-registration funding of USD one million (US$ 1,000,000) or more.

Additionally, GEP can exercise options to purchase the company common stock at 30% discount to the market price. The Company and GEP will determine the number of options upon the initiation of the contract. Such said options will be registered with the SEC via the company non-qualified employee option plan.

5.   Expenses of GEP. In addition to the shares payable hereunder and regardless of whether any private offering or registration statement is consummated, the Company shall reimburse GEP for the reasonable fees and disbursements of GEP’s counsel and GEP’s reasonable travel and out-of-pocket expenses incurred in connection with the services performed by GEP pursuant to this Agreement and at the request of the Company, including without limitation, hotels, food and associated expenses and long-distance telephone calls. GEP shall account for such expenses to the Company; provided, however, that any expenses in excess of $1,000 shall require the prior written approval of the Company, which will not be unreasonably withheld. Such reimbursement shall accumulate and be offset or paid monthly.

6.   Liability of GEP.

6.1   In furnishing the Company with the advice and other services as herein provided, neither GEP nor any officer, director or agent thereof shall be liable to the Company or its creditors for any acts and/or omissions attributable to or arising from such services, including, but not limited to, errors of judgment in connection therewith, but not including intentional or willful misconduct by GEP in the performance of such services.

6.2   It is further understood and agreed that GEP may rely upon information furnished to it reasonably believed to be accurate and reliable and that, except as herein provided, GEP shall not be accountable for any loss suffered by the Company by reason of the Company’s action or inaction on the basis of any advice, recommendation or approval of GEP, its partners,