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Exhibit 10.1

Thelen Translation (10-10-2008)

Equity Transfer Agreement

This Equity Transfer Agreement is entered into as of October 10, 2008 in Xi'an by and between the following parties:

Transferor: Fan Qingchun (hereinafter the " Transferor " )

The Transferor is an individual residing in the People's Republic of China with the ID card No. 412901196912053094 and his address is Room 508, Building 2, Suojinsicun, Xuanwu District, Nanjing City.

The Transferee: Shandong Taibang Biological Products Co., Ltd. (hereinafter, the " Transferee " )

The Transferee has been established in the People's Republic of China with the business license code Qi He Lu Tai Zong Zi No. 000689, and its registered address is No. 14 Hushandong Road, Tai'an City, Shandong Province.


Whereas:

1.

Xi'an Huitian Blood Products Co., Ltd. (hereinafter, the " Xi'an Huitian "), established by the Transferor and Shaanxi Power Construction Corporation (hereinafter, the " Shaanxi Power Construction "), is a limited liabilities company duly established and lawfully existing. Xi'an Huitian was established on October 17, 1996. Its Business License Number is 610131100005945 and the domicile is at No. 9, Guangde Road, Xi'an Hi-Tech Industries Development Zone. Its registered capital is RMB 51,000,000 and its enterprise form is limited liabilities company.

2.

The Transferor is a lawful shareholder of Xi'an Huitian and his capital contribution in the registered capital of Xi'an Huitian is RMB17,850,000, holding 35% of the equity interest in Xi'an Huitian (hereinafter, the " Subject Equity Interests ").

3.

The Transferor proposes to transfer such Subject Equity Interests to the Transferee so that the Transferee would finally hold 35% of the total equity interest in Xi'an Huitian, and the Transferee agrees to accept such transfer.

 

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4.

The Transferor holds lawful titles to the Subject Equity Interests, and the Transferor has not entered into any agreement for sales of the Subject Equity Interests or any binding option agreement or right of first refusal agreement with any third Person except the Transferee. There does not exist any Security Interests or judicial garnishment or attachment upon the Subject Equity Interests and affiliated interests therein.

5.

This equity transfer has been unanimously approved by shareholders' meeting of Xi'an Huitian, and Shaanxi Power Construction has agreed on this equity transfer and has not waived its right of first refusal.

6.

 The Transferee proposes to accept the Subject Equity Interests, and this equity transfer has been approved by the Board of Directors of the Transferee.

7.

The Transferee has engaged Intermediary Agents to investigate and audit the assets, financials, material contracts, internal control and other information and data of Xi'an Huitian and has been aware of the basic status of Xi'an Huitian.

8.

The Transferee has paid the Transferor RMB 10,000,000 into the bank account designated by the Transferor in this Agreement as the Deposit Money to ensure mutual performance of this Agreement. The Transferor has received such money through the bank account designated by the Transferor in this Agreement and pledges that it will perform this Agreement in earnest.

9.

The blood product industry is restricted for foreign investment, and this equity transfer needs approval from Government Authorities; this equity transfer has not been approved by Government Authorities

NOW THEREFORE, through friendly consultation and for mutual benefits, the Parties have entered into this agreement for security interests, escrow and transfer of equity interests in accordance with the relevant laws and regulations of the PRC.

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Article 1 Definitions

 

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Unless stipulated otherwise in this Agreement, the following items in this Agreement are defined as follows:

Person: means any natural persons, companies, partnerships, joint ventures, firms, associations, Government Authorities, or other civil subjects.

This Agreement:
means this Equity Transfer Agreement and all its attachments and appendices.  "This Agreement" or other similar items refer to the entirety of this Agreement, not any specific articles thereof.  Any "this Agreement" mentioned herein means this Agreement and its attachments and appendices as supplemented and amended from time to time.

Security Interests: means any mortgage, pledge, lien, deposit money, preemptive rights prescribed by law or other third-party priority right.

Affiliated Party: As to any Person, it means any Person controlling such party, being controlled by such party or under common control with such party, directly or indirectly.  If any Person directly or indirectly holds more than 50% of voting equity interests (shares) or economic interests of one party, or has the power to appoint a majority of the Board of Directors of such party, this Person is deemed to have control on such party.

Closing: means that the Transferor registers all the Subject Equity Interests in the name of the Transferee and go through the registration formalities for amending Xi'an Huitian's Contract and Articles of Associations according to this Agreement (completion of the formalities for alteration registration with AIC for equity interests transfer will indicate consummation of Closing).

Date of Closing: means the day on which all the Subject Equity Interests have been registered in the name of the Transferee (i.e. the date on which the alteration registration formalities with AIC are completed for the equity interests transfer).

Transition of Equity Interest or Transition: means that the Transferee, pursuant to the Shareholder Joint Venture and Cooperation Agreement entered into with Shaanxi Power Construction or the entrustment agreement for the Subject Equity Interest entered into with the Transferee, dispatches its staff to Xi'an Huitian to take over all or part of the liabilities and obligations of the Transferor in Xi'an Huitian and enjoy the rights derived from the 35% equity interests in Xi'an Huitian.

Intellectual Property and Administrative Approval: means any patent, patent application right, copyright, trademark, domain name, proprietary technology, commercial secrets, trade name, mark, GMP certificate, production permit, production approval, plasma collection permit and other intellectual products and professional rights, and any rights relating to the application, registration and grants thereof.

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Material Adverse Effect:

(1) Any event, circumstance or act, newly discovered by the Transferor or the Transferee after the Date of Execution and not known in the past, which occurred prior to the Date of Transition and will have material adverse effect on the general business, financial conditions, properties, business or performance results of Xi'an Huitian, provided however that no event, circumstance or act should be deemed as Material Adverse Effect if its reasonably expected financial impact is less than 10% of Xi'an Huitian's audited net asset amount for the year 2007 as audited under Independent Auditing Standards of the PRC; Material Adverse Effect also excludes the following: (i) amendments to Independent Auditing Standards and Enterprise Accounting Standards of the PRC; and (ii) revision by the PRC Government Authorities to the laws and their interpretations applicable to enterprises or others.

(2) Material Change: means any change that would or may result in Material Adverse Effect on an independent or accumulative basis.

Effects that materially impede the capabilities of the Transferor or the Transferee to respectively perform their obligations under this Agreement, or effects that materially threaten or impede the performance of the proposed transaction under this Agreement.

Deposit Money: means money paid by the Transferor to the Transferee for performance security purpose to ensure mutual compliance with this Agreement.  If the Transferor breaches this Agreement by transferring the Subject Equity Interests to any third party without prior permission from Transferee and makes this Agreement unenforceable, the Transferor should repay twice such deposit amount.  If the Transferee does not pay the Transferor the second installment in accordance with this Agreement and the Transferor decides to rescind this Agreement with the Transferee, the Transferor will not return such security money.

Subsidiary: As to any Person, if any company or other entity holds more than 50% equity interest of such Person or other interests on the basis of which it could elect the majority of the Board of Directors of such Person, this Person is the Subsidiary of such company or other entity.

Accrued Interests: mean any benefits or rights that would or may accrue on the Subject Equity Interests prior to the Date of Closing, including but not limited to dividends, equity earnings, share dividend, share allotment, etc.

Attachments: All the information and data relating to this Agreement which have been provided by one Party according to the notice methods hereunder and confirmed by the other Party by the Date of Closing, and other agreements entered into by the Parties relating to this Agreement, both of which constitute attachments to this Agreement, including but not limited to the attachment attached to this Agreement.

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Data: All written data provided by the Transferor or Xi'an Huitian in the process of due diligence and received by the Transferee, its financial consultant, auditor or attorney.

Plasma Companies: mean plasma collection companies duly established and validly existing in Shaanxi Province.  Xi'an Huitian now solely owns Baishui Huitian Plasmaphoresis Station Co., Ltd. and Fuping Huitian Plasmaphoresis Station Co., Ltd.  Ankang Hanbin Huitian Yongdong Plasmaphoresis Station Co., Ltd. has finished its restructuring and established one-on-one plasma supply relationship with Xi'a


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