China Pharma Holdings, Inc.                                         Exhibit 10.4
January 19, 2008
Page 1







January 19, 2008

Ms. Zhilin Li Chief Executive Officer China Pharma Holdings, Inc.
2nd Floor, No. 17, Jinpan Road
Haikou, Hainan Province
China

Re:      Engagement Letter

Dear Ms. Li:

         It was a  pleasure  meeting  with  you,  Mr.  Wu  and  your  team  last
Wednesday,  and we  look  forward  to  working  with  all of you.  Roth  Capital
Partners,  LLC ("we" or "ROTH") is  pleased  to act as the  exclusive  financial
advisor  and  placement  agent for China  Pharma  Holdings,  Inc.  ("you" or the
"Company") in connection with your proposed private placement.  The terms of our
engagement are set forth in this agreement (the "Agreement"). We look forward to
working with you.

         1. The Offering.

         (a) The Company  currently  seeks to raise up to $20 million  through a
"PIPE" transaction involving the sale of securities to institutional  investors.
The actual terms of the Offering  will depend on market  conditions  and will be
subject to negotiation between the Company and ROTH and prospective investors.

         (b)  We  will  work  with  the  Company  in  approaching  institutional
healthcare  investors and funds targeting growth opportunities in China. We will
conduct the Offering on a best efforts  basis and cannot  guarantee  you that we
will be able to raise new capital.

         (c) Our engagement is exclusive.  During the term of the Agreement, you
agree not to use any other  investment  banking firm or placement agent to raise
capital  (debt or  equity)  for you and  further  agree to refer  any  inquiries
regarding a potential financing transaction promptly to ROTH.

         2. Fees and Expenses.

         (a) Concurrently with the closing of the Offering, the Company will pay
ROTH a cash fee equal to six percent (6%) of the gross  proceeds  received  from
the sale of securities.

         (b) In  addition,  the Company  agrees that whether or not the Offering
closes, it will reimburse ROTH upon request for ROTH's  out-of-pocket  expenses,
including the fees and disbursements (i) of ROTH's legal counsel or (ii) arising
out of or related to the FINRA filing  described in Section 4(d) of this letter,



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China Pharma Holdings, Inc.
January 19, 2008
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up to $75,000. ROTH agrees to provide written documentation of all such expenses
to the Company prior to reimbursement.

         (c) Upon the closing of the  Offering,  the Company  will issue to ROTH
warrants (the "Agent  Warrants") for the purchase of securities  equal in number
to six percent (6%) of the securities issued in the Offering. The Agent Warrants
will be exercisable into the same class of common stock as issued as part of the
Offering, have a strike price equal to 130% of the Company's common stock on the
closing date of the Offering and have a term of five years.  The Agent  Warrants
will  provide for  cashless or "net"  exercise.  In the event that  warrants are
issued to investors as part of the Offering (the "Investor Warrants"), the terms
and conditions of the Agent Warrants shall be the same as the Investor Warrants,
except that the cashless  exercise  provision and the strike price of 130% shall
remain in effect for the Agent  Warrants.  The shares  issuable upon exercise of
the Agent Warrants (the "ROTH Shares") will be entitled to the same registration
rights as those granted to the shares underlying the Investor Warrants.  To that
end, you agree that ROTH will be afforded the same  indemnification  protections
granted to the investors as part of the agreement  governing the registration of
their  securities  in  the  Offering,  as a  third  party  beneficiary  to  such
provisions.

         3. Term of Engagement.

         (a) The term of our engagement will be six months from the date of this
Agreement;  however,  either party may terminate the engagement at any time upon
10 days written notice to the other party. Upon termination, we will be entitled
to  collect  all  fees  earned  and  expenses   incurred  through  the  date  of
termination.

         (b)  If  the  Offering  is  not  consummated  during  the  term  of the
Agreement,  for reasons other than  termination of this  engagement by ROTH, and
during the twelve months  following  termination or expiration of the Agreement,
the Company sells  securities to any party  introduced to the Company by ROTH or
with which ROTH had  discussions or negotiations on behalf of the Company during
the term of the Agreement, (other than through an underwritten public Offering),
then you agree to pay us upon the closing of such  transaction  or  transactions
the  cash  fee  that  would  otherwise  have  been  payable  to  ROTH  had  such
transaction(s)  occurred  during  the  term of the  Agreement.  In the case of a
merger,  acquisition,  joint venture or other  strategic  transaction  with such
person, the cash fee will be equal to 1% of the enterprise value of the Company.

         4. Memorandum; Representations and Warranties.

         (a) You hereby authorize ROTH to transmit to the prospective  investors
in the  Offering  materials  prepared  by the  Company  with such  exhibits  and
supplements  as  may  from  time  to  time  be  required  or   appropriate   or,
alternatively,  copies of the Company's  most recent filings with the Securities
and  Exchange  Commission,  together  with  summary  materials  prepared  by the
Company, if we deem them appropriate (as the case may be, the "Memorandum"). The
Company  represents and warrants that the Memorandum (i) will be prepared by the
management  of the Company and reviewed and approved by its Board of  Directors;
and (ii) will not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein or previously made, in light of the circumstances under which
they were made, not misleading.  The Company will advise ROTH immediately of the



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China Pharma Holdings, Inc.
January 19, 2008
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occurrence  of any event or any other change known to the Company  which results
in the Memorandum  containing an untrue statement of a material fact or omitting
to state a material fact required to be stated  therein or necessary to make the
statements therein or previously made, in light of the circumstances under which
they were made, not misleading.

         (b) You  agree  that you will  enter  into  subscription,  registration
rights and other  customary  agreements  and that your  counsel  will  supply an
opinion  letter  on the  Offering  and a  comfort  letter  on the  non-financial
portions  of the  Memorandum.  You also agree that your  auditors  will supply a
"comfort"  letter  on the  financial  information  in the  Memorandum.  All such
letters will be in form and substance  reasonably  acceptable  to, and addressed
to, us and the investors.

         (c) You  further  agree  that we may rely upon,  and are a third  party
beneficiary of, the  representations and warranties,  and applicable  covenants,
set forth in any agreements with investors in the Offering.

         (d) In conjunction with the filing of a resale  registration  statement
on investor and ROTH Shares pursuant to the registration  rights  agreement,  on
behalf of the  Company,  ROTH will file or cause to be filed with the FINRA,  at
the  Company's  expense and via the COBRA desk filing  system,  for  approval of
underwriting compensation under Section 2710 of the rules and regulations of the
FINRA. The Company agrees to use reasonable  efforts to assist ROTH in obtaining
from the FINRA a standard  clearance  letter,  and to use reasonable  efforts to
assist ROTH with filings that ROTH, as placement agent, will be required to make
upon sales under the registration  statement.  The obligation to make the filing
described  in this Section  4(d) arises out of this  private  placement  and the
Company agrees to cooperate with ROTH or its  representatives  and do all things
necessary  or  advisable  to enable ROTH or its  representatives  to satisfy the
obligations as set forth in this Section 4(d).

         5.  Indemnification,  Contribution,  and  Confidentiality.  The Company
agrees to indemnify ROTH and its controlling persons, representatives and agents
in accordance with the  indemnification  provisions set forth in Appendix I, and
the parties agree to the confidentiality provisions of Appendix II, all of which
are  incorporated  herein  by  this  reference.   These  provisions  will  apply
regardless of whether the Offering is consummated.

         6. Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the state of  California  applicable  to  contracts
executed  and to be  wholly  performed  therein  without  giving  effect  to its
conflicts  of laws  principles  or rules.  The  Company  and ROTH agree that any
dispute concerning this Agreement shall be resolved through binding  arbitration
before the FINRA pursuant to its arbitration  rules.  Arbitration will be venued
in Los Angeles County.

         7. Announcement of Offering. If the Offering is consummated,  ROTH may,
at its expense, place an announcement in such newspapers and periodicals as ROTH
may desire.

         8. Advice to the Board. The Company  acknowledges that any advice given
by us to you is solely  for  benefit  and use of the Board of  Directors  of the
Company and may not be used,  reproduced,  disseminated,  quoted or referred to,
without our prior written consent.



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January 19, 2008
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         9.   Entire   Agreement.   This   Agreement   constitutes   the  entire
understanding  between the parties and  supersedes and cancels any and all prior
or contemporaneous arrangements, understandings and agreements, written or oral,
between them relating to the subject matter hereof.


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China Pharma Holdings, Inc.
January 19, 2008
Page 5


         We look forward to working with you toward the successful conclusion of
this engagement, and developing a long-term relationship with the Company.


Very truly yours,

ROTH CAPITAL PARTNERS, LLC


By:
     ---------------------------------------
     Lisa Walters-Hoffert
     Managing Director



Confirmed and accepted as of
this _____ day of January 2008:

CHINA PHARMA HOLDINGS, INC.


By:
     ---------------------------------------
     Ms. Zhilin Li
     Chief Executive Officer



















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China Pharma Holdings, Inc.
January 19, 2008
Page 6

                                   APPENDIX I
                                   ----------


                        INDEMNIFICATION AND CONTRIBUTION

         The  Company  agrees  to  indemnify  and  hold  harmless  ROTH  and its
affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended)
and their  respective  directors,  officers,  employees,  agents and controlling
persons  (ROTH and each  such  person  being an  "Indemnified  Party")  from and
against all losses,  claims,  damages and  liabilities  (or  actions,  including
shareholder  actions,  in  respect  thereof),  joint or  several,  to which such
Indemnified Party may become subject under any applicable  federal or state law,
or otherwise, which are related to or result from the performance by ROTH of the
services  contemplated  by or the engagement of ROTH pursuant to, this Agreement
and will promptly  reimburse any Indemnified  Party for all reasonable  expenses
(including  reasonable  counsel  fees  and  expenses)  as they are  incurred  in
connection with the  investigation  of,  preparation for or defense arising from
any  threatened or pending  claim,  whether or not such  Indemnified  Party is a
party and  whether or not such  claim,  action or  proceeding  is  initiated  or
brought by the Company.  The Company will not be liable to any Indemnified Party
under the foregoing  indemnification and reimbursement  provisions,  (i) for any
settlement by an Indemnified  Party effected  without its prior written  consent
(not to be unreasonably  withheld);  or (ii) to the extent that any loss, claim,
damage or liability is found in a final,  non-appealable  judgment by a court of
competent jurisdiction to have resulted primarily from ROTH's willful misconduct
or gross  negligence.  The Company also agrees that no  Indemnified  Party shall
have  any  liability  (whether  direct  or  indirect,  in  contract  or  tort or
otherwise)  to the Company or its security  holders or  creditors  related to or
arising out of the engagement of ROTH pursuant to, or the performance by ROTH of
the services contemplated by, this Agreement except to the extent that any loss,
claim,  damage or  liability is found in a final,  non-appealable  judgment by a
court of competent  jurisdiction to have resulted  primarily from ROTH's willful
misconduct or gross negligence.

         Promptly  after  receipt  by an  Indemnified  Party  of  notice  of any
intention or threat to commence an action,  suit or  proceeding or notice of the
commencement of any action, suit or proceeding,  such Indemnified Party will, if
a claim in respect  thereof is to be made against the Company  pursuant  hereto,
promptly  notify the Company in writing of the same.  In case any such action is
brought against any Indemnified  Party and such  Indemnified  Party notifies the
Company of the commencement thereof, the Company may elect to assume the defense
thereof, with counsel reasonably  satisfactory to such Indemnified Party, and an
Indemnified  Party may employ  counsel to participate in the defense of any such
action provided, that the employment of such counsel shall be at the Indemnified
Party's  own  expense,  unless  (i) the  employment  of such  counsel  has  been
authorized in writing by the Company,  (ii) the Indemnified Party has reasonably
concluded (based upon advice of counsel to the Indemnified Party) that there may
be  legal  defenses  available  to it or  other  Indemnified  Parties  that  are
different  from or in  addition to those  available  to the  Company,  or that a
conflict  or  potential  conflict  exists  (based  upon advice of counsel to the
Indemnified  Party) between the Indemnified  Party and the Company that makes it
impossible or inadvisable for counsel to the  Indemnifying  Party to conduct the
defense of both the Company and the Indemnified Party (in which case the Company
will not have the right to direct the  defense  of such  action on behalf of the
Indemnified  Party),  or (iii)  the  Company  has not in fact  employed  counsel



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China Pharma Holdings, Inc.
January 19, 2008
Page 7


reasonably  satisfactory to the Indemnified  Party to assume the defense of such
action within a reasonable  time after receiving  notice of the action,  suit or
proceeding,  in each of which cases the reasonable fees, disbursements and other
charges  of  such  counsel  will be at the  expense  of the  Company;  provided,
further, that in no event shall the Company be required to pay fees and expenses
for more than one firm of attorneys representing  Indemnified Parties unless the
defense  of one  Indemnified  Party is unique or  separate  from that of another
Indemnified  Party subject to the same claim or action.  Any failure or delay by
an Indemnified  Party to give the notice referred to in this paragraph shall not
affect such Indemnified Party's right to be indemnified hereunder, except to the
extent  that  such  failure  or delay  causes  actual  harm to the  Company,  or
prejudices  its ability to defend such action,  suit or  proceeding on behalf of
such Indemnified Party.

         If the indemnification provided for in this Agreement is for any reason
held  unenforceable by an Indemnified Party, the Company agrees to contribute to
the losses,  claims,  damages and liabilities for which such  indemnification is
held  unenforceable  (i) in such  proportion  as is  appropriate  to reflect the
relative  benefits to the Company,  on the one hand, and ROTH on the other hand,
of the Offering as  contemplated  whether or not the Offering is consummated or,
(ii) if (but  only if) the  allocation  provided  for in  clause  (i) is for any
reason  unenforceable,  in such proportion as is appropriate to reflect not only
the relative  benefits  referred to in clause (i) but also the relative fault of
the Company,  on the one hand and ROTH,  on the other hand, as well as any other
relevant equitable  considerations.  The Company agrees that for the purposes of
this paragraph the relative  benefits to the Company and ROTH of the Offering as
contemplated  shall be deemed to be in the same  proportion that the total value
received or contemplated to be received by the Company or its  shareholders,  as
the case may be, as a result of or in  connection  with the Offering bear to the
fees  paid or to be  paid to ROTH  under  this  Agreement.  Notwithstanding  the
foregoing,  the  Company  expressly  agrees  that ROTH shall not be  required to
contribute  any amount in excess of the amount by which fees paid ROTH hereunder
(excluding reimbursable expenses),  exceeds the amount of any damages which ROTH
has otherwise been required to pay.

         The Company  agrees that without  ROTH's prior written  consent,  which
shall not be unreasonably withheld, it will not settle, compromise or consent to
the  entry of any  judgment  in any  pending  or  threatened  claim,  action  or
proceeding  in  respect  of which  indemnification  could be  sought  under  the
indemnification  provisions  of this  Agreement  (in  which  ROTH  or any  other
Indemnified  Party is an  actual or  potential  party to such  claim,  action or
proceeding),   unless  such  settlement,   compromise  or  consent  includes  an
unconditional  release of each Indemnified  Party from all liability arising out
of such claim, action or proceeding.

         In the event that an  Indemnified  Party is  requested  or  required to
appear as a witness  in any action  brought  by or on behalf of or  against  the
Company in which such Indemnified Party is not named as a defendant, the Company
agrees to promptly  reimburse ROTH on a monthly basis for all expenses  incurred
by it in connection  with such  Indemnified  Party's  appearing and preparing to
appear as such a witness, including, without limitation, the reasonable fees and
disbursements of its legal counsel.

         If multiple  claims are brought  with  respect to at least one of which
indemnification  is permitted  under  applicable law and provided for under this
Agreement,  The Company  agrees that any  judgment or  arbitrate  award shall be



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China Pharma Holdings, Inc.
January 19, 2008
Page 8


conclusively  deemed  to be  based on  claims  as to  which  indemnification  is
permitted and provided for, except to the extent the judgment or arbitrate award
expressly states that it, or any portion thereof,  is based solely on a claim as
to which indemnification is not available.

























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China Pharma Holdings, Inc.
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                                   APPENDIX II
                                   -----------


                  INFORMATION TO BE SUPPLIED; CONFIDENTIALITY.

         In  connection  with ROTH's  activities  on behalf of the Company,  the
Company will furnish ROTH with all financial and other information regarding the
Company that ROTH  reasonably  believes  appropriate to its assignment (all such
information so furnished by the Company,  whether  furnished before or after the
date of this  Agreement,  being  referred to herein as the  "Information").  The
Company  will provide ROTH with access to the  officers,  directors,  employees,
independent accountants, legal counsel and other advisors and consultants of the
Company.  The  Company  recognizes  and  agrees  that ROTH (i) will use and rely
primarily on the Information and information available from generally recognized
public sources in performing the services contemplated by this Agreement without
independently verifying the Information or such other information, (ii) does not
assume  responsibility  for  the  accuracy  of the  Information  or  such  other
information,  and (iii) will not make an appraisal of any assets or  liabilities
owned or controlled by the Company or its market competitors.

         ROTH will maintain the  confidentiality  of the Information and, unless
and until  such  information  shall  have been made  publicly  available  by the
Company  or by others  without  breach  of a  confidentiality  agreement,  shall
disclose the Information only as authorized by the Company or as required by law
or by order of a governmental authority or court of competent  jurisdiction.  In
the  event  that  ROTH is  legally  required  to make  disclosure  of any of the
Information,  ROTH will give notice to the Company prior to such disclosure,  to
the extent that ROTH can practically do so.

The foregoing paragraph shall not apply to information that:

(i)             at the time of  disclosure  by the  Company  is,  or  thereafter
                becomes,  generally  available  to  the  public  or  within  the
                industries  in  which  the  Company  or ROTH  or its  affiliates
                conduct  business,  other than as a direct result of a breach by
                ROTH of its obligations under this Agreement;

(ii)            prior  to or at the  time  of  disclosure  by the  Company,  was
                already in the  possession  of, or conceived  by, ROTH or any of
                its  affiliates,  or could  have  been  developed  by them  from
                information  then in their  possession,  by the  application  of
                other information or techniques in their  possession,  generally
                available to the public,  or available to ROTH or its affiliates
                other than from the Company;

(iii)           at the time of  disclosure  by the  Company  or  thereafter,  is
                obtained by ROTH or any of its affiliates from a third party who
                ROTH reasonably  believes to be in possession of the information
                not  in  violation  of  any  contractual,   legal  or  fiduciary
                obligation to the Company with respect to that information; or

(iv)            is independently developed by ROTH or its affiliates.

         Nothing in this  Agreement  shall be  construed to limit the ability of
ROTH or its affiliates to pursue, investigate,  analyze, invest in, or engage in
investment banking,  financial advisory or any other business  relationship with



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January 19, 2008
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entities  other than the  Company,  notwithstanding  that such  entities  may be
engaged in a business  which is similar to or  competitive  with the business of
the Company, and notwithstanding that such entities may have actual or potential
operations,  products,  services, plans, ideas, customers or supplies similar or
identical  to the  Company's,  or may have been  identified  by the  Company  as
potential merger or acquisition  targets or potential  candidates for some other
business  combination,   cooperation  or  relationship.  The  Company  expressly
acknowledges  and agrees that it does not claim any proprietary  interest in the
identity of any other entity in its industry or otherwise, and that the identity
of any such entity is not confidential information.


























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