FINANCIAL CONSULTANCY AGREEMENT

This FINANCIAL CONSULTANCY AGREEMENT (the “Agreement”), entered into as of April [ ], 2007, between Benda Pharmaceutical, Inc. (“Benda”), a corporation organized under the laws of Delaware of the United States, and Super Pioneer International Limited (“Super”).

According to this FINANCIAL CONSULTANCY AGREEMENT, Benda and Super enter into this Agreement about the financial consultancy services to be provided by Super concerning Benda’s acquisition of Shenzhen Sibiono Gene Tech Co., Ltd.;

NOW, THEREFORE, in consideration of the two parties’ warranties and other valuable considerations acknowledged and received herein, and intending to be legally bound hereby, the two parties agree as follows:

1. Consultancy Services

 

Super shall render financial consultancy services to Benda, concerning its acquisition of Shenzhen Sibiono Gene Tech co., Ltd.

2. Compensation

 

According to the two parties’ agreements, Benda shall, within three months after the effectiveness of this Agreement, issue 2,100,000 shares of its common stocks (“Share Consideration”) to Super, 1,960,000 shares of which are redeemable stocks issued in consideration of the consultancy services under Section 1 above. In case that Benda fails to provide the Share Compensation in time, Super may request Benda to provide a total cash compensation of $7,056,000, concerning the above 1,960,000 shares of redeemable stocks Super entitled to under this section at $3.6 per share, on or before December 31, 2007.

 

3. Lock-up

 

Super hereby undertakes that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Benda’s shares received by it under Section 2 of this Agreement, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Benda’s shares, whether any of these transactions are to be settled by delivery of any such Benda’s shares, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, for a period of 12 months from the date of issuance of such Benda’s shares.

4. Redemption Rights

 

Within 3 months from the last date of the above lock-up period, in the event that the public trading price of the shares of Benda did not reach $3.6 per share AND Benda was not listed in the capital market of NASDAQ or AMEX, Super shall have the option to ask Benda to redeem 1,960,000 shares of redeemable stock owned by Super under Section 2 of this Agreement at $3.6 per share. Such option shall be expired within one month from the last date of the three month period.

5. Confidential Information

 

“Confidential Information” refers to all oral or written information relating to Benda and Super, including but not limited to their names, addresses, telephone numbers, financial statements and any other relevant information. If the two parties cease cooperation or the disclosing party requires in writing, the receiving party shall return to the disclosing party all Confidential Information, i.e., all confidential information disclosed to the receiving party in files or other tangible forms, all copies, excerpts, records and statements of the Confidential Information, and all other written proprietary information of the disclosing party, including all other written information kept by the receiving party’s employees, agents or representatives. The receiving party and the above personnel shall observe the confidentiality requirement of this Agreement during the two years thereafter.

 

 

6. Amendment

 

This Agreement may be amended or modified in writing upon both parties’ consent.

7. Headings 

 

The headings in this Agreement are for reference purpose only and shall not affect in any way the meanings or interpretation of this Agreement.

8. Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware of the United States.

9. Parties

 

This Agreement is executed by both parties’ representatives in one or more counterparts. Each counterpart when executed shall be deemed as an original but all of which when taken together shall constitute one and the same agreement. Any executed agreement transmitted through fax is valid and binding, constituting an enforceable original.

10. Notice and Waiver

 

Any notice or waiver required or permitted by the two parities shall be made in writing.

IN WITNESS WHEREOF, the Agreement shall come into effect as of the date of its execution.

 

Benda Pharmaceutical, Inc.

CEO

Date April [   ], 2007

 

Super Pioneer International Limited

　

CEO

Date April [   ], 2007