Exhibit 10.3

                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration  Rights Agreement (this "Agreement") is made
and entered into as of May __, 2008, by and among China Pharma Holdings, Inc., a
Delaware  corporation (the "Company"),  and the investors signatory hereto (each
an "Investor" and collectively, the "Investors").

                  This  Agreement  is made in  connection  with  the  Securities
Purchase  Agreement,  dated as of the date  hereof  among  the  Company  and the
Investors (the "Purchase Agreement").

                  The Company and the Investors hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase  Agreement will have the respective  meanings given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
have the respective meanings set forth in this Section 1:

                  "Advice" has the meaning set forth in Section 6(d).

                  "Commission Comments" means written comments pertaining solely
to Rule 415 which are  received by the Company  from the  Commission  to a filed
Registration  Statement, a copy of which shall have been provided by the Company
to the  Holders,  which  either (i)  requires the Company to limit the number of
Registrable  Securities  which may be included therein to a number which is less
than the number  sought to be included  thereon as filed with the  Commission or
(ii)  requires  the Company to either  exclude  Registrable  Securities  held by
specified  Holders  or deem such  Holders  to be  underwriters  with  respect to
Registrable Securities they seek to include in such Registration Statement.

                  "Cut Back Shares" has the meaning set forth in Section 2(b).

                  "Effective  Date" means, as to a Registration  Statement,  the
date on which such  Registration  Statement is first  declared  effective by the
Commission.

                  "Effectiveness  Date"  means (a) with  respect to the  initial
Registration  Statement  required  to be filed  pursuant  to Section  2(a),  the
earlier of: (a)(i) the 90th day following the Closing Date;  provided,  that, if
the  Commission  reviews  and has  written  comments  to the filed  Registration
Statement  that would require the filing of a  pre-effective  amendment  thereto
with the Commission,  then the Effectiveness Date under this clause (a)(i) shall
be the 120th day  following  the Closing  Date,  and (ii) the fifth  Trading Day
following the date on which the Company is notified by the  Commission  that the
initial  Registration  Statement will not be reviewed or is no longer subject to
further  review and comments;  (b) with respect to any  additional  Registration
Statements  required to be filed  pursuant to Section 2(a),  the earlier of: (b)
(i) the  90th day  following  the  applicable  Filing  Date for such  additional
Registration  Statement(s);  provided,  that, if the Commission  reviews and has
written  comments to such filed  Registration  Statement  that would require the
filing  of a  pre-effective  amendment  thereto  with the  Commission,  then the
Effectiveness Date under this clause (b)(i) shall be the 120th day following the
applicable Filing Date for such additional Registration  Statement(s),  and (ii)
the fifth Trading Day following the date on which the Company is notified by the
Commission that such additional  Registration  Statement(s) will not be reviewed
or is no longer  subject to further  review;  (c) with respect to any additional
Registration Statements required to be filed solely due to SEC Restrictions, the
earlier of: (c)(i) the 90th day following the applicable Restriction Termination
Date; provided, that, if the Commission reviews and has written comments to such




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filed  Registration  Statement that would require the filing of a  pre-effective
amendment thereto with the Commission,  then the  Effectiveness  Date under this
clause  (c)(i)  shall be the  120th day  following  the  applicable  Restriction
Termination  Date and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such Registration  Statement will not
be reviewed or is no longer subject to further review and comments; and (d) with
respect to a Registration Statement required to be filed under Section 2(c), the
earlier of: (d)(i) the 90th day following the date on which the Company  becomes
eligible to utilize Form S-3 to register the resale of Common  Stock;  provided,
that,  if the  Commission  reviews  and  has  written  comments  to  such  filed
Registration  Statement  that  would  require  the  filing  of  a  pre-effective
amendment thereto with the Commission,  then the  Effectiveness  Date under this
clause  (d)(i)  shall be the 120th day  following  the date on which the Company
becomes eligible to utilize Form S-3 to register the resale of Common Stock, and
(ii) the fifth  Trading Day  following the date on which the Company is notified
by the Commission that the initial  Registration  Statement will not be reviewed
or is no longer subject to further review and comments.

                  "Effectiveness Period" means, as to any Registration Statement
required to be filed pursuant to this  Agreement,  the period  commencing on the
Effective  Date of such  Registration  Statement  and ending on the  earliest to
occur of (a) the second anniversary of such Effective Date, (b) such time as all
of the Registrable  Securities covered by such Registration  Statement have been
publicly sold by the Holders of the Registrable  Securities included therein, or
(c) such time as all of the Registrable  Securities covered by such Registration
Statement may be sold by the Holders  without  volume  restrictions  pursuant to
Rule 144, in each case as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing   Date"   means  (a)  with   respect  to  the  initial
Registration  Statement  required to be filed pursuant to Section 2(a), the 45th
day following the Closing Date; (b) with respect to any additional  Registration
Statements required to be filed pursuant to Section 2(a), the 15th day following
the Effective Date for the last  Registration  Statement  filed pursuant to this
Agreement  under Section 2(a); (c) with respect to any  additional  Registration
Statements required to be filed due to SEC Restrictions,  the 15th day following
the  applicable  Restriction  Termination  Date;  and  (d)  with  respect  to  a
Registration  Statement  required to be filed under Section  2(c),  the 30th day
following the date on which the Company becomes  eligible to utilize Form S-3 to
register the resale of Common Stock.

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities.



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<PAGE>


                  "Indemnified Party" has the meaning set forth in Section 5(c).

                  "Indemnifying  Party"  has the  meaning  set forth in  Section
5(c).

                  "Losses" has the meaning set forth in Section 5(a).

                  "New York Courts" means the state and federal  courts  sitting
in the City of New York, Borough of Manhattan.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus"  means the prospectus  included in a Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities  covered by a Registration  Statement,  and all other  amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Registrable  Securities"  means:  (i) the  Shares,  (ii)  the
Warrant  Shares,  (iii) any shares of Common  Stock  issuable  upon  exercise of
warrants  issued to any placement  agent as  compensation in connection with the
financing  that is the  subject  of the  Purchase  Agreement  ("Placement  Agent
Warrant  Shares")  and (iv) any  securities  issued or  issuable  upon any stock
split, dividend or other distribution, recapitalization or similar event, or any
price  adjustment  as a result of such stock  splits,  reverse  stock  splits or
similar events with respect to any of the securities referenced in (i), (ii), or
(iii)  above.  Notwithstanding  the  foregoing,  a security  shall cease to be a
Registrable  Security for purposes of this Agreement from and after such time as
the Holder of such security may resell such security without volume restrictions
under Rule 144,  as  determined  by the  counsel to the  Company  pursuant  to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders.

                  "Registration   Statement"  means  the  initial   registration
statement  required  to be  filed  in  accordance  with  Section  2(a)  and  any
additional  registration  statements  required to be filed under this Agreement,
including  in each  case the  Prospectus,  amendments  and  supplements  to such
registration  statements  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference therein.

                  "Restriction  Termination  Date" has the  meaning set forth in
Section 2(b).

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.



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<PAGE>

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  424"  means  Rule  424  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "SEC Restrictions" has the meaning set forth in Section 2(b).

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shares"  means the shares of Common  Stock issued or issuable
to the Investors pursuant to the Purchase Agreement.

                  "Warrants" means the Common Stock purchase  warrants  issuable
to the Investors at the Closing pursuant to the Purchase Agreement.

                  "Warrant  Shares"  means the shares of Common  Stock  issuable
upon exercise of the Warrants.

     2. Registration.

          (a) On or prior to its  applicable  Filing  Date,  the  Company  shall
prepare and file with the  Commission  a  Registration  Statement  covering  the
resale of all  Registrable  Securities  not already  covered by an existing  and
effective  Registration  Statement  for an offering  to be made on a  continuous
basis  pursuant to Rule 415. Each  Registration  Statement  required to be filed
under this  Agreement  shall be filed on Form S-1 (or if the Company is not then
eligible  to utilize  such form of  registration,  it shall  utilize  such other
available form appropriate for such purpose, including, without limitation, Form
S-3 in accordance with Section 2(c)) and contain  (except if otherwise  required
pursuant to written comments  received from the Commission upon a review of such
Registration  Statement,  other than as to the characterization of any Holder as
an underwriter, which shall not occur without such Holder's written consent) the
"Plan of Distribution"  attached hereto as Annex A. The Company shall cause each
Registration  Statement required to be filed under this Agreement to be declared
effective  under the  Securities  Act as soon as possible but, in any event,  no
later than its Effectiveness  Date, and shall use its reasonable best efforts to
keep each such Registration  Statement  continuously effective during its entire
Effectiveness  Period.  By 5:00 p.m.  (New York City time) on the  Business  Day
immediately  following the Effective Date of each  Registration  Statement,  the
Company shall file with the  Commission  in  accordance  with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such  Registration  Statement  (whether  or not such  filing  is  technically
required  under  such  Rule).  If for any  reason  other  than due solely to SEC
Restrictions,  a  Registration  Statement is effective  but not all  outstanding
Registrable  Securities  are registered for resale  pursuant  thereto,  then the
Company  shall  prepare and file by the  applicable  Filing  Date an  additional
Registration   Statement  to  register  the  resale  of  all  such  unregistered
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.



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<PAGE>

          (b) Notwithstanding anything to the contrary contained in this Section
2, if the Company receives Commission Comments,  and following  discussions with
and responses to the  Commission in which the Company uses its  reasonable  best
efforts and time to cause as many Registrable  Securities for as many Holders as
possible to be included in the Registration  Statement filed pursuant to Section
2(a) without  characterizing  any Holder as an  underwriter  (and in such regard
uses its reasonable  best efforts to cause the Commission to permit the affected
Holders or their respective  counsel to participate in Commission  conversations
on such  issue  together  with  Company  Counsel,  and timely  conveys  relevant
information  concerning such issue with the affected Holders or their respective
counsel),  the  Company  is  unable to cause the  inclusion  of all  Registrable
Securities, then the Company may, following not less than three (3) Trading Days
prior written notice to the Holders (i) remove from the  Registration  Statement
such  Registrable  Securities  (the "Cut Back Shares") and/or (ii) agree to such
restrictions  and limitations on the  registration and resale of the Registrable
Securities,  in  each  case as the  Commission  may  require  in  order  for the
Commission to allow such Registration  Statement to become effective;  provided,
that in no event may the Company name any Holder as an underwriter  without such
Holder's prior written consent  (collectively,  the "SEC Restrictions").  Unless
the SEC Restrictions  otherwise  require,  any cut-back imposed pursuant to this
Section 2(b) shall be allocated among the Registrable  Securities of the Holders
on a pro rata basis. No liquidated damages under Section 2(d) shall accrue on or
as to any Cut  Back  Shares,  and  the  required  Effectiveness  Date  for  such
Registration Statement will be tolled, until such time as the Company is able to
effect  the  registration  of the Cut Back  Shares  in  accordance  with any SEC
Restrictions (such date, the "Restriction Termination Date"). From and after the
Restriction  Termination  Date,  all  provisions  of this Section 2  (including,
without  limitation,  the liquidated damages  provisions,  subject to tolling as
provided  above) shall again be  applicable to the Cut Back Shares  (which,  for
avoidance of doubt, retain their character as "Registrable  Securities") so that
the Company will be required to file with and cause to be declared  effective by
the Commission  such additional  Registration  Statements in the time frames set
forth  herein as  necessary  to  ultimately  cause to be  covered  by  effective
Registration   Statements  all  Registrable   Securities  (if  such  Registrable
Securities  cannot at such time be resold by the Holders  thereof without volume
limitations pursuant to Rule 144).

          (c) Promptly  following any date on which the Company becomes eligible
to use a registration  statement on Form S-3 to register Registrable  Securities
for resale, the Company shall file a Registration Statement on Form S-3 covering
all  Registrable  Securities (or a  post-effective  amendment on Form S-3 to the
then  effective  Registration  Statement)  and  shall  cause  such  Registration
Statement  to be filed by the Filing Date for such  Registration  Statement  and
declared effective under the Securities Act as soon as possible thereafter,  but
in any  event  prior  to the  Effectiveness  Date  therefor.  Such  Registration
Statement  shall  contain  (except if  otherwise  required  pursuant  to written
comments  received  from  the  Commission  upon a  review  of such  Registration
Statement,   other  than  as  to  the  characterization  of  any  Holder  as  an
underwriter,  which shall not occur without such Holder's  consent) the "Plan of
Distribution"  attached  hereto as Annex A. The Company shall use its reasonable
best efforts to keep such Registration  Statement  continuously  effective under
the Securities  Act during the entire  Effectiveness  Period.  By 5:00 p.m. (New
York City time) on the Business Day immediately  following the Effective Date of
such  Registration  Statement,  the Company  shall file with the  Commission  in
accordance  with Rule 424 under the  Securities  Act the final  prospectus to be



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<PAGE>

used in connection with sales pursuant to such Registration  Statement  (whether
or not such filing is technically required under such Rule).

          (d) If: (i) a  Registration  Statement is not filed on or prior to its
Filing Date covering the Registrable Securities required under this Agreement to
be included  therein  (if the Company  files a  Registration  Statement  without
affording  the  Holders  the  opportunity  to review and  comment on the same as
required  by  Section  3(a)  hereof,  the  Company  shall  not be deemed to have
satisfied this clause [(i)),  or (ii) a  Registration  Statement is not declared
effective by the Commission on or prior to its required Effectiveness Date or if
by the Business Day immediately  following the Effective Date, the Company shall
not have filed a "final"  prospectus  for the  Registration  Statement  with the
Commission under Rule 424(b) in accordance with the terms hereof (whether or not
such a  prospectus  is  technically  required by such Rule),  or (iii) after its
Effective Date,  without regard for the reason  thereunder or efforts  therefor,
such Registration  Statement ceases for any reason to be effective and available
to the Holders as to all Registrable Securities to which it is required to cover
at any time prior to the expiration of its Effectiveness Period for more than an
aggregate of 30 Trading Days (which need not be  consecutive)  (any such failure
or breach  being  referred to as an "Event,"  and for purposes of clauses (i) or
(ii) the date on which such Event  occurs,  or for  purposes of clause (iii) the
date which such 30 Trading  Day-period is exceeded,] being referred to as "Event
Date"),  then in addition to any other rights the Holders may have  hereunder or
under applicable law: on each such Event Date and on each monthly anniversary of
each such Event Date (if the applicable  Event shall not have been cured by such
date) until the applicable  Event is cured, the Company shall pay to each Holder
an amount in cash, as partial liquidated damages and not as a penalty,  equal to
1.0% of the aggregate  Investment Amount paid by such Holder for Shares pursuant
to the Purchase  Agreement.  The parties  agree that (1) the Company will not be
liable for  liquidated  damages  under this  Agreement  with  respect to any (i)
Warrants,  (ii) Warrant Shares,  (iii) warrants issued to any placement agent as
compensation  in  connection  with  the  financing  that is the  subject  of the
Purchase  Agreement,  (iv)  Placement  Agent Warrant Shares or (v) Shares to the
extent such securities have ceased to be Registrable  Securities for purposes of
this  Agreement  because the Holder of such  security  may resell such  security
without volume  restrictions under Rule 144 (as determined by the counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable  to the  Company's  transfer  agent  and the  affected  Holders),  or
otherwise and (2) in no event will the Company be liable for liquidated  damages
under this Agreement in excess of 1.0% of the aggregate Investment Amount of the
Holders  in any 30-day  period  and the  maximum  aggregate  liquidated  damages
payable  to a Holder  under this  Agreement  shall be ten  percent  (10%) of the
aggregate  Investment  Amount  paid  by such  Holder  pursuant  to the  Purchase
Agreement (from and after the 180th day following the closing date no additional
monthly  liquidated damages under clause (ii) of this Section 2 (d)(ii) shall be
added to the  damages  paid or  payable  to a Holder  under  clause  (ii) of the
Section 2 (d) ). The partial  liquidated  damages  pursuant to the terms  hereof
shall  apply on a daily  pro-rata  basis for any portion of a month prior to the
cure of an Event  (except in the case of the first Event Date),  and shall cease
to accrue  (unless  earlier  cured)  upon the  expiration  of the  Effectiveness
Period.

          (e)  Each  Holder  agrees  to  furnish  to  the  Company  a  completed
Questionnaire  in the form  attached  to this  Agreement  as Annex B (a "Selling
Holder  Questionnaire").  The  Company  shall not be  required  to  include  the
Registrable  Securities of a Holder in a Registration Statement and shall not be



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required to pay any liquidated or other damages under Section 2(d) to any Holder
who  fails  to  furnish  to  the  Company  a  fully  completed   Selling  Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

     3. Registration Procedures.

     In connection with the Company's registration  obligations  hereunder,  the
Company shall:

          (a)  Not  less  than  four  Trading  Days  prior  to the  filing  of a
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the  Company  shall  furnish  to each  Holder  copies of the  "Selling
Stockholders" section of such document,  the "Plan of Distribution" and any risk
factor contained in such document that addresses  specifically  this transaction
or the Selling  Stockholders,  as proposed to be filed,  which documents will be
subject to the review of such Holder. Any Holder must provide their comments, if
any,  to the  Company  at least  one  Trading  day  prior to the  filing of such
registration  Statement or any related Prospectus or any amendment or supplement
thereto. The Company shall not file a Registration Statement,  any Prospectus or
any amendments or supplements thereto in which the "Selling Stockholder" section
thereof differs from the disclosure received from a Holder in its Selling Holder
Questionnaire  (as  amended  or  supplemented).  The  Company  shall  not file a
Registration Statement,  any Prospectus or any amendments or supplements thereto
in which it (i)  characterizes  any Holder as an  underwriter,  (ii)  excludes a
particular Holder due to such Holder refusing to be named as an underwriter,  or
(iii) reduces the number of Registrable Securities being registered on behalf of
a Holder except  pursuant to, in the case of subsection  (iii),  the  Commission
Comments, without, in each case, such Holder's express written authorization.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to each  Registration  Statement and the
Prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
Registration  Statement  continuously effective as to the applicable Registrable
Securities for its Effectiveness Period and prepare and file with the Commission
such  additional  Registration  Statements in order to register for resale under
the Securities  Act all of the  Registrable  Securities;  (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 424;  (iii)
respond as promptly as  reasonably  possible to any comments  received  from the
Commission with respect to each Registration  Statement or any amendment thereto
and, as promptly as  reasonably  possible  provide the Holders true and complete
copies  of all  correspondence  from  and to the  Commission  relating  to  such
Registration Statement that would not result in the disclosure to the Holders of
material and non-public  information  concerning the Company; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the  Registration  Statement(s)  and the  disposition of all
Registrable Securities covered by each Registration Statement.

          (c) Notify the Holders as promptly as reasonably possible (and, in the
case of (i)(A) below, not less than three Trading Days prior to such filing and,
in the  case of (v)  below,  not  less  than  three  Trading  Days  prior to the
financial  statements in any  Registration  Statement  becoming  ineligible  for



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inclusion  therein) and (if requested by any such Person) confirm such notice in
writing no later than one Trading Day following the day (i)(A) when a Prospectus
or any  Prospectus  supplement  or  post-effective  amendment to a  Registration
Statement is proposed to be filed; (B) when the Commission  notifies the Company
whether there will be a "review" of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide true and complete  copies thereof and all written  responses  thereto to
each of the Holders that pertain to the Holders as a Selling  Stockholder  or to
the Plan of Distribution,  but not information  which the Company believes would
constitute  material and non-public  information);  and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the  Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or  Prospectus  or for  additional  information;  (iii) of the  issuance  by the
Commission of any stop order  suspending  the  effectiveness  of a  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) of the  receipt by the Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements  included in a Registration  Statement  ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

          (d) Use its  reasonable  best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration  Statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

          (e) Furnish to each Holder,  without  charge,  at least one  conformed
copy of each Registration  Statement and each amendment thereto and all exhibits
to the extent requested by such Person  (including  those previously  furnished)
promptly after the filing of such documents with the Commission.

          (f) Promptly deliver to each Holder, without charge, as many copies of
each  Prospectus or  Prospectuses  (including  each form of prospectus) and each
amendment or  supplement  thereto as such Persons may  reasonably  request.  The
Company  hereby  consents to the use of such  Prospectus  and each  amendment or
supplement  thereto  by each of the  selling  Holders  in  connection  with  the
offering and sale of the Registrable  Securities  covered by such Prospectus and
any amendment or supplement thereto.

          (g) Prior to any public offering of Registrable  Securities,  register
or qualify such  Registrable  Securities for offer and sale under the securities
or Blue Sky laws of all jurisdictions within the United States as any Holder may
request,   to  keep  each  such  registration  or  qualification  (or  exemption



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therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions  of  the  Registrable   Securities  covered  by  the  Registration
Statement(s).

          (h) Cooperate  with the Holders to facilitate  the timely  preparation
and delivery of certificates representing Registrable Securities to be delivered
to a transferee  pursuant to the Registration  Statement(s),  which certificates
shall be  free,  to the  extent  permitted  by the  Purchase  Agreement,  of all
restrictive  legends,  and to enable such  Registrable  Securities to be in such
denominations and registered in such names as any such Holders may request.

          (i) Upon the occurrence of any event  contemplated by Section 3(c)(v),
as promptly as reasonably possible, prepare a supplement or amendment, including
a  post-effective  amendment,  to  the  affected  Registration  Statements  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an 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,  in
light of the circumstances under which they were made, not misleading.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether  or not any  Registrable  Securities  are  sold  pursuant  to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.

     5. Indemnification.

          (a) Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,   directors,   agents,  investment  advisors,  partners,  members  and
employees of each of them,  each Person who controls any such Holder (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
and the  officers,  directors,  agents and  employees  of each such  controlling
Person,  to the fullest extent permitted by applicable law, from and against any



                                       9
<PAGE>

and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,  reasonable costs of preparation and reasonable attorneys' fees) and
expenses (collectively,  "Losses"),  as incurred,  arising out of or relating to
any untrue or alleged  untrue  statement  of a material  fact  contained  in any
Registration  Statement,  any  Prospectus  or any form of  prospectus  or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged  omission of a material  fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus or form of prospectus  or  supplement  thereto,  in light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (1) such untrue  statements or omissions are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company by such Holder  expressly  for use  therein,  or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (2) in the case of an occurrence  of an event of the type  specified
in Section  3(c)(ii)-(v),  the use by such Holder of an  outdated  or  defective
Prospectus  after the  Company  has  notified  such  Holder in writing  that the
Prospectus  is outdated or defective  and prior to the receipt by such Holder of
an Advice  or an  amended  or  supplemented  Prospectus,  but only if and to the
extent that  following the receipt of the Advice or the amended or  supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected.  The Company  shall notify the Holders  promptly of the  institution,
threat  or  assertion  of any  Proceeding  of  which  the  Company  is  aware in
connection with the transactions contemplated by this Agreement.

          (b) Indemnification by Holders.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue statement of a material fact contained in any Registration Statement,
any  Prospectus,  or any form of  prospectus,  or in any amendment or supplement
thereto,  or  arising  solely  out of or based  solely  upon any  omission  of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  to the extent,  but only to the extent  that,  (1) such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the  Registration  Statement (it being  understood  that the Holder has approved
Annex A hereto for this purpose),  such Prospectus or such form of Prospectus or
in any amendment or supplement thereto or (2) in the case of an occurrence of an
event of the type specified in Section  3(c)(ii)-(v),  the use by such Holder of
an outdated or defective  Prospectus  after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented  Prospectus,  but only
if and to the extent that  following the receipt of the Advice or the amended or
supplemented  Prospectus the  misstatement  or omission giving rise to such Loss



                                       10
<PAGE>

would have been corrected. In no event shall the liability of any selling Holder
hereunder  be  greater  in amount  than the  dollar  amount of the net  proceeds
received by such Holder upon the sale of the Registrable  Securities giving rise
to such indemnification obligation.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

          An Indemnified  Party shall have the right to employ separate  counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

          All fees and expenses of the Indemnified  Party (including  reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified Party, as incurred, within ten Trading
Days of written notice thereof to the Indemnifying  Party (regardless of whether
it is  ultimately  determined  that an  Indemnified  Party  is not  entitled  to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

          (d) Contribution. If a claim for indemnification under Section 5(a) or
5(b) is  unavailable  to an  Indemnified  Party (by  reason of public  policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such



                                       11
<PAGE>

Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

          The indemnity and  contribution  agreements  contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

     6. Miscellaneous.

          (a) Remedies.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) No Piggyback on Registrations.  Neither the Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include  securities of the Company in a  Registration  Statement  other than the
Registrable  Securities,  and the  Company  shall not during  the  Effectiveness
Period enter into any agreement  providing any such right to any of its security
holders.



                                       12
<PAGE>


          (c) Compliance.  Each Holder  covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

          (d) Discontinued Disposition. Each Holder agrees by its acquisition of
such  Registrable  Securities that, upon receipt of a notice from the Company of
the occurrence of any event of the kind  described in Section 3(c),  such Holder
will forthwith discontinue  disposition of such Registrable Securities under the
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus  and/or amended  Registration  Statement or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

          (e) Piggy-Back Registrations.  If at any time during the Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen calendar days after receipt of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests to be  registered,  subject to customary  underwriter  cutbacks
applicable to all holders of registration rights.

          (f)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
including the provisions of this Section 6(f),  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of no less than a majority  in interest of the then  outstanding
Registrable  Securities.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the  rights of certain  Holders  and that does not  directly  or
indirectly  affect  the  rights of other  Holders  may be given by Holders of at
least a majority of the  Registrable  Securities to which such waiver or consent
relates;  provided, further that no amendment or waiver to any provision of this
Agreement relating to naming any Holder or requiring the naming of any Holder as
an underwriter may be effected in any manner without such Holder's prior written
consent.  Section 2(a) may not be amended or waived except by written consent of
each Holder affected by such amendment or waiver.

          (g) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication  is delivered via  facsimile  (provided the sender



                                       13
<PAGE>

receives a  machine-generated  confirmation of successful  transmission)  at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
number  specified  in this  Section on a day that is not a Trading  Day or later
than 6:30 p.m.  (New York City time) on any  Trading  Day,  (c) the  Trading Day
following the date of mailing, if sent by U.S. nationally  recognized  overnight
courier service,  or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and  communications  shall be
as follows:

         If to the Company:       China Pharma Holdings, Inc.
                                  2nd Floor, No. 17
                                  Jinpan Road
                                  Haikou, Hainan Province
                                  People's Republic of China
                                  Attn: Chief Executive Officer
                                  Facsimile:  +86 898-66819024

         With a copy to:          King & Wood LLP
                                  40th Floor, Office Tower A
                                  Beijing Fortune Plaza 7
                                  Dongsanhuan Zhonglu
                                  Chaoyang District
                                  Beijing 100020, People's Republic of China
                                  Facsimile:  8610-58785588
                                  Attn.:  Charles Law


         If to a Investor:        To the address set forth under such Investor's
                                  name on the signature pages hereto.

         If to any other Person who is then the registered Holder:

                                  To the  address of such Holder as it appears
                                  in the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

          (h) Successors and Assigns.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

          (i) Execution and Counterparts.  This Agreement may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the



                                       14
<PAGE>

party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

          (j)  Governing  Law.  All  questions   concerning  the   construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party agrees that all Proceedings  concerning the  interpretations,  enforcement
and defense of the transactions  contemplated by this Agreement (whether brought
against a party hereto or its respective  Affiliates,  employees or agents) will
be  commenced  in the New York  Courts.  Each party  hereto  hereby  irrevocably
submits  to  the  exclusive   jurisdiction  of  the  New  York  Courts  for  the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being  served in any such  Proceeding  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the  address in effect for  notices to it under this  Agreement
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve  process in any manner  permitted by law.  Each party
hereto hereby irrevocably  waives, to the fullest extent permitted by applicable
law,  any and all  right to trial by jury in any  Proceeding  arising  out of or
relating to this Agreement or the transactions  contemplated  hereby.  If either
party shall commence a Proceeding to enforce any  provisions of this  Agreement,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

          (k) Cumulative  Remedies.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

          (l) Severability.  If any term, provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (m) Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (n)  Independent  Nature of  Investors'  Obligations  and Rights.  The
obligations of each Investor under this Agreement are several and not joint with
the obligations of each other Investor,  and no Investor shall be responsible in
any way for the  performance of the obligations of any other Investor under this
Agreement.  Nothing  contained  herein or in any  Transaction  Document,  and no



                                       15
<PAGE>

action taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity,  or create a  presumption  that the  Investors  are in any way acting in
concert  or as a group  with  respect to such  obligations  or the  transactions
contemplated by this Agreement or any other Transaction Document.  Each Investor
acknowledges  that no other Investor will be acting as agent of such Investor in
enforcing its rights under this  Agreement.  Each Investor  shall be entitled to
independently  protect and enforce its rights,  including without limitation the
rights  arising out of this  Agreement,  and it shall not be  necessary  for any
other  Investor to be joined as an additional  party in any  Proceeding for such
purpose.  The Company  acknowledges that each of the Investors has been provided
with the same  Registration  Rights  Agreement  for the  purpose  of  closing  a
transaction with multiple Investors and not because it was required or requested
to do so by any Investor.

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                                       16
<PAGE>









                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.

                                            CHINA PHARMA HOLDINGS, INC.


                                            By:_________________________________
                                                 Name:
                                                 Title:



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF INVESTORS TO FOLLOW]

























                                       17
<PAGE>






                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.


                                                     NAME OF INVESTING ENTITY



                            By:
                                ------------------------------------------------
                                Name:
                                Title:

                            ADDRESS FOR NOTICE

                            c/o:
                                 -----------------------------------------------

                            Street:
                                    --------------------------------------------

                            City/State/Zip:
                                            ------------------------------------

                            Attention:
                                       -----------------------------------------

                            Tel:
                                     -------------------------------------------

                            Fax:
                                     -------------------------------------------

                            Email:
                                     -------------------------------------------






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<PAGE>



                                                                         Annex A

                              Plan of Distribution

         The  Selling   Stockholders   and  any  of  their   pledgees,   donees,
transferees,  assignees and successors-in-interest  may, from time to time, sell
any or all of their  shares of Common  Stock on any  stock  exchange,  market or
trading  facility  on which the  shares  are  traded  or  quoted  or in  private
transactions.  These  sales may be at fixed or  negotiated  prices.  The Selling
Stockholders  may use any one or more  of the  following  methods  when  selling
shares:

o    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits Investors;

o    block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;

o    purchases by a broker-dealer  as principal and resale by the  broker-dealer
     for its account;

o    an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;

o    privately negotiated transactions;

o    to cover short sales made after the date that this  Registration  Statement
     is declared effective by the Commission;

o    broker-dealers may agree with the Selling  Stockholders to sell a specified
     number of such shares at a stipulated price per share;

o    a combination of any such methods of sale; and

o    any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

         The  Selling  Stockholders  may  from  time to time  pledge  or grant a
security  interest in some or all of the  Securities  owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell  shares of Common  Stock from time to time under this
prospectus,  or under an amendment to this  prospectus  under Rule  424(b)(3) or
other  applicable  provision of the  Securities Act of 1933 amending the list of
selling  stockholders to include the pledgee,  transferee or other successors in
interest as selling stockholders under this prospectus.



                                       19
<PAGE>

         Upon the Company  being  notified  in writing by a Selling  Stockholder
that any material arrangement has been entered into with a broker-dealer for the
sale  of  Common  Stock  through  a  block  trade,  special  offering,  exchange
distribution or secondary  distribution  or a purchase by a broker or dealer,  a
supplement  to this  prospectus  will be filed,  if  required,  pursuant to Rule
424(b) under the  Securities  Act,  disclosing (i) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of shares
involved,  (iii) the price at which such the  shares of Common  Stock were sold,
(iv)the   commissions   paid  or  discounts  or  concessions   allowed  to  such
broker-dealer(s),  where  applicable,  (v) that  such  broker-dealer(s)  did not
conduct any  investigation  to verify the information set out or incorporated by
reference in this prospectus,  and (vi) other facts material to the transaction.
In addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledgee  intends to sell more than 500 shares of Common Stock, a
supplement to this  prospectus will be filed if then required in accordance with
applicable securities law.

         The Selling  Stockholders  also may transfer the shares of Common Stock
in  other  circumstances,  in  which  case the  transferees,  pledgees  or other
successors  in interest  will be the selling  beneficial  owners for purposes of
this prospectus.

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions  or discounts  under the  Securities  Act.  Discounts,  concessions,
commissions and similar selling expenses,  if any, that can be attributed to the
sale  of  Securities  will  be  paid  by  the  Selling  Stockholder  and/or  the
purchasers.  Each  Selling  Stockholder  has  represented  and  warranted to the
Company that it acquired the securities  subject to this Registration  Statement
in the ordinary course of such Selling  Stockholder's  business and, at the time
of its purchase of such securities such Selling Stockholder had no agreements or
understandings,  directly or indirectly,  with any person to distribute any such
securities.

         The Company has advised each Selling Stockholder that it is the view of
the  Commission  that it may  not use  shares  registered  on this  Registration
Statement  to cover short sales of Common  Stock made prior to the date on which
this  Registration   Statement  shall  have  been  declared   effective  by  the
Commission.  If a Selling  Stockholder  uses this prospectus for any sale of the
Common Stock, it will be subject to the prospectus delivery  requirements of the
Securities Act. The Selling  Stockholders will be responsible to comply with the
applicable  provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation M,
as applicable to such Selling  Stockholders  in connection with resales of their
respective shares under this Registration Statement.

         The Company is required  to pay all fees and  expenses  incident to the
registration  of the shares,  but the Company will not receive any proceeds from
the sale of the Common  Stock.  The Company has agreed to indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.




                                       20
<PAGE>
                                                                         Annex B

                           CHINA PHARMA HOLDINGS, INC.

                 Selling Securityholder Notice and Questionnaire

The undersigned  beneficial owner of common stock (the "Common Stock"), of China
Pharma Holdings, Inc., a Delaware corporation (the "Company"),  understands that
the  Company  has filed or  intends  to file with the  Securities  and  Exchange
Commission (the "Commission") a Registration  Statement for the registration and
resale  of the  Registrable  Securities,  in  accordance  with the  terms of the
Registration  Rights  Agreement,  dated as of May __,  2008  (the  "Registration
Rights Agreement"), among the Company and the Investors named therein. A copy of
the Registration  Rights Agreement is available from the Company upon request at
the  address  set forth  below.  All  capitalized  terms used and not  otherwise
defined  herein shall have the  meanings  ascribed  thereto in the  Registration
Rights Agreement.

The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       Name.

         (a)      Full Legal Name of Selling Securityholder


                  --------------------------------------------------------------


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:


                  --------------------------------------------------------------


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):


                  --------------------------------------------------------------




2.  Address for Notices to Selling Securityholder:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------



                                       21
<PAGE>

Fax:
     ---------------------------------------------------------------------------
Contact Person:
                ----------------------------------------------------------------

3.  Beneficial Ownership of Registrable Securities:

                  Type  and   Principal   Amount   of   Registrable   Securities
                  beneficially owned:


                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------




4.  Broker-Dealer Status:

         (a) Are you a broker-dealer?

                                            Yes   |_|         No   |_|

         Note:    If yes, the  Commission's  staff has indicated that you should
                  be identified as an underwriter in the Registration Statement.

         (b) Are you an affiliate of a broker-dealer?

                                            Yes   |_|         No   |_|

         (c)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                            Yes   |_|         No   |_|

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

5. Beneficial  Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

         Except as set forth  below in this Item 5, the  undersigned  is not the
         beneficial or registered  owner of any  securities of the Company other
         than the Registrable Securities listed above in Item 3.

                  Type and Amount of Other Securities  beneficially owned by the
                  Selling Securityholder:


                  --------------------------------------------------------------

                  --------------------------------------------------------------



                                       22
<PAGE>



6.  Relationships with the Company:

         Except as set  forth  below,  neither  the  undersigned  nor any of its
         affiliates,  officers, directors or principal equity holders (owners of
         5% of more of the equity  securities of the  undersigned)  has held any
         position or office or has had any other material  relationship with the
         Company  (or its  predecessors  or  affiliates)  during  the past three
         years.

         State any exceptions here:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------




7. The Company has advised each Selling  Stockholder  that it is the view of the
Commission that it may not use shares  registered on the Registration  Statement
to cover  short  sales  of  Common  Stock  made  prior to the date on which  the
Registration  Statement is declared  effective by the Commission,  in accordance
with 1997  Securities  and  Exchange  Commission  Manual of  Publicly  Available
Telephone  Interpretations  Section  A.65.  If a  Selling  Stockholder  uses the
prospectus  for any  sale  of the  Common  Stock,  it  will  be  subject  to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible  to comply with the applicable  provisions of the Securities
Act and Exchange  Act,  and the rules and  regulations  thereunder  promulgated,
including,  without  limitation,  Regulation  M, as  applicable  to such Selling
Stockholders  in connection  with resales of their  respective  shares under the
Registration Statement.

The  undersigned  agrees to promptly  notify the Company of any  inaccuracies or
changes in the information provided herein that may occur subsequent to the date
hereof and prior to the Effective Date for the Registration Statement.

By signing below, the undersigned  consents to the disclosure of the information
contained  herein in its answers to Items 1 through 6 and the  inclusion of such
information  in the  Registration  Statement  and the  related  prospectus.  The
undersigned understands that such information will be relied upon by the Company
in connection  with the preparation or amendment of the  Registration  Statement
and the related prospectus.

IN WITNESS  WHEREOF the  undersigned,  by authority duly given,  has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:                         Beneficial Owner:
       -------------------                       -------------------------------

                               By:
                                    --------------------------------------------
                                    Name:
                                    Title:



                                       23
<PAGE>


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

                                   King & Wood
                                   40th Floor, Office Tower A
                                   Beijing Fortune Plaza 7
                                   Dongsanhuan Zhonglu
                                   Chaoyang District
                                   Beijing 100020, People's Republic of China
                                   Facsimile:  8610-58785588
                                   Attn.:  Charles Law





























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