AGREEMENT ON BIODISTRIBUTION AND INTEGRATION STUDIES OF HIV-PV VACCINE IN MICE

Instructions

The Agreement is a legal-binding  document that the Bio-Bridge (Beijing) Science
Corporation  (Party A) and the Beijing Institute of Radiation Medicine (Party B)
agree to sign and abide by after mutual consultation.  Both of Party A and Party
B may have its legal representative or an agent designated by the representative
sign the Agreement.

Party A:  Bio-Bridge (Beijing) Science Corporation
Address:  Tianzhu Export Processing Zone, Shunyi District Beijing, China 101312

Legal Representative(pound)-Designated Agent:   Zhi Guo Weng/Vice President

Party B: Beijing Institute of Radiation Medicine
Address: 27 Taiping Road, Beijing 100850, China

Legal Representative(pound)-Designated Agent: Hong Zhang

On an equal and voluntary basis, Parties A and B have agreed as follows:

ARTICLE [_]

Based on the  need of  Party  A,  Party A  entrusts  Party B to  accomplish  the
biodistribution  and integration in the germ line studies of a anti-HIV  vaccine
produced by Party A, HIV-PV.

ARTICLE [_]

Party B agrees to carry out the study program  according to the request of Party
A. Party B should begin with the study program  after signing of this  agreement
and  receiving  the first part of fund,  test and  reference  sample,  and other
necessary data that should be provided by Party A. Party B promise to accomplish
the study within 10 months after the beginning of the program.



ARTICLE [_]

Party A agrees  to pay the study  fund to Party B by two  stages;  total  amount
should be 200,000 RMB yuan  (around USD  24,360).  At the first  stage,  Party A
should pay 80 % of total fund (160,000 RMB yuan, or around USD 19,488)  within 7
working  days after  signing of the  agreement.  The second  part (20 %) of fund
(40,000  RMB yuan,  or around USD 4,872)  should be paid when Party B submit the
study reports to Party A.

ARTICLE [_]

Party A shall bear the following obligations:

1.     To provide Party B with necessary  technology  data of HIV-PV,  including
       information of the dosage,  administration route, structure and molecular
       weight, etc.;

2.     To provide  Party B with enough amount of test samples with good quality,
       labeled with the lot number,  concentration,  purity, bioactivity and the
       unit, storage condition, formulation information;

3.     To provide  appropriate  probes, PCR primers and other necessary sequence
       information;  4. To provide Party B with enough amount of relevant  assay
       reagents; 5. To keep all the technology data provided by Party B secret.

ARTICLE [_]

Party B shall bear the following obligations:

1. To make the study  design  according  to the request of SFDA of China and the
request of Party A; 2. To fulfill the biodistribution  and integration  profiles
of HIV-PV in mice by using the  real-time  PCR method;  3. To make out the study
reports  according to the regulatory  authority  issued by SFDA of China.  4. To
keep all the technology data provided by Party A secret.

ARTICLE [_]

Any disputes  between the Parties  arising  under or relating to this  Agreement
shall be  taken  legal  proceedings  or be  arbitrated  in  accordance  with the
Agreement within the boundaries of the People's Republic of China.

ARTICLE [_]

This Agreement consists of 6 original copies, among which Parties A and B keep 3
copies each,  Amendments  and  supplements  can be made when the Parties deem it
necessary and agree to do so after consultations.

        Legal Representative for Party A or Designated Agent
          /s/  Zhi Guo Weng                     (Signature)
        ----------------------------------------
        Legal Representative for Party B or Designated Agent

        /s/      Hong Zhang                     (Signature)
        ----------------------------------------
        Date of Signature 12 (Date) 5 (Month) 2004 (Year)


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