LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (the "Agreement")
      is
      made and entered into on December 24, 2007 between Mr. Yinshing David To (the
      "Holder"),
      Mr.
      Tao Li (the “Successor”)
      and
Discovery
      Technologies, Inc., a Nevada corporation
      (the
      "Company").
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement.

    


    RECITALS

    


    A. The
      Company has determined that it is advisable and in its best interest to enter
      into that certain Securities Purchase Agreement, dated December 24, 2007 (the
      "Purchase
      Agreement")
      with
      the Investors named therein (the "Investors")
      and
      certain other parties named therein, pursuant to which the Company will issue
      and sell in a private offering securities of the Company (the "Offering").
      

    


    B. In
      connection with the Offering, the Company has agreed to provide the Investors
      certain registration rights, and in furtherance thereof has agreed to file
      a
      registration statement to enable the Investors to resell certain of the
      securities subject of the Offering.

    


    C. It
      is a
      condition to the Investors' respective obligations to close under the Purchase
      Agreement and provide the financing contemplating by the Offering that the
      Holder and the Successor execute and deliver to the Company this Agreement.
      

    


    D. Upon
      the
      Closing, the Holder will beneficially own 6,535,676 shares of common stock
      of
      the Company and simultaneously with the entry into this Agreement, the Holder
      is
      to enter into a Call Option Agreement with the Successor, pursuant to which
      the
      Holder is to sell all of his shares he is to receive from the Company on the
      same date of the closing of the Offering in installments upon certain conditions
      are satisfied and the Successor hereby acknowledges and agrees that any and
      all
      of his shares of the Company he is to receive from the Holder are subject to
      the
      terms and conditions of this Agreement.

    


    E. In
      contemplation of, and as a material inducement for the Investors to enter into,
      the Purchase Agreement, the Holder, the Successor and the Company have each
      agreed to execute and deliver this Agreement. 

     

    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound, agree as follows:

    


    1. Effectiveness
      of Agreement.
      This
      Agreement shall become null and void if the Purchase Agreement is terminated
      prior to its Closing as to all Investors. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Each
      of
      the Holder and the Successor has independently evaluated the merits of its
      decision to enter into and deliver this Agreement, and such Holder and the
      Successor confirm that it has not relied on the advice of the Company or any
      other person.

    


    2. Representations
      and Warranties.
      Each of
      the parties hereto, by their respective execution and delivery of this
      Agreement, hereby represents and warrants to the others and to all third party
      beneficiaries of this Agreement that (a) such party has the full right, capacity
      and authority to enter into, deliver and perform its respective obligations
      under this Agreement, (b) this Agreement has been duly executed and delivered
      by
      such party and is the binding and enforceable obligation of such party,
      enforceable against such party in accordance with the terms of this Agreement
      and (c) the execution, delivery and performance of such party’s obligations
      under this Agreement will not conflict with or breach the terms of any other
      agreement, contract, commitment or understanding to which such party is a party
      or to which the assets or securities of such party are bound.

    


    3. Beneficial
      Ownership.
      Holder
      hereby represents and warrants that as of the Closing it will not beneficially
      own (as determined in accordance with Section 13(d) of the Exchange Act of
      1934,
      as amended, and the rules and regulations promulgated thereunder) any shares
      of
      Common Stock, or any economic interest therein or derivative therefrom, other
      than those shares of Common Stock specified on its signature page to this
      Agreement. For purposes of this Agreement the shares of Common Stock to be
      beneficially owned by such Holder and the Successor and specified on their
      signature page to this Agreement are collectively referred to as the
“Shares.”

    


    4. Lockup.
      From
      and after the date of this Agreement and through and including the one year
      anniversary of the earlier of (i) the Effective Date of the Registration
      Statement resulting in not less than seventy-five (75%) percent of all the
      Registrable Securities being registered for resale in accordance with the terms
      and conditions of the Registration Rights Agreement (plus one additional day
      for
      each Trading Day following the Effective Date of any Registration Statement
      during which either (1) the Registration Statement is not effective or (2)
      the
      prospectus forming a portion of the Registration Statement is not available
      for
      the resale of all Registrable Securities (as defined in the Registration Rights
      Agreement) required to be covered thereby) or (ii) the date on which all of
      the
      Registrable Securities can be sold without volume restrictions under Rule 144
      (the "Lockup
      Period"),
      the
      Holder irrevocably agrees it will not offer, pledge, encumber, sell, contract
      to
      sell, sell any option or contract to purchase, purchase any option or contract
      to sell, grant any option, right or warrant to purchase or otherwise transfer
      or
      dispose of, directly or indirectly, or announce the offering of, any of its
      Shares (including any securities convertible into, or exchangeable for, or
      representing the rights to receive, Shares), except for the sale of the Holder’s
      Shares to the Successor pursuant to the Call Option Agreement dated the date
      hereof, which is subject to the provisions set forth below on transfers. In
      furtherance thereof, the Company will (x) place a stop order with the Transfer
      Agent on all Shares, including those which are covered by a registration
      statement, (y) notify the Transfer Agent in writing of the stop order and the
      restrictions on such Shares under this Agreement and direct the Transfer Agent
      not to process any attempts by the Holder to resell or transfer any Shares
      under
      any registration statements, rule 144, or otherwise in violation of this
      Agreement. Notwithstanding the foregoing, or anything to the contrary contained
      herein, subject to the provisions set forth in the following sentence, the
      Successor may transfer Shares to his wife or children (a “Permitted Holder”).
      Any transfer of Shares permitted hereunder shall be subject to the following:
      (a) the transferor shall give prior notice of such intended transfer to each
      of
      the Transfer Agent and the Company, (b) such transfer is subject to the prior
      undertaking by each of Successor and each Permitted Holder (as applicable)
      with
      the Company, Transfer Agent and Investors that such transferred Shares are
      subject in all respects to the obligations and restrictions on Shares under
      this
      Agreement in place of the relevant transferor (including the placing on such
      Shares of a restrictive legend) and (c) such transferor shall remain liable
      for
      any breach by such Permitted Holder or, in the case of a transfer pursuant
      to
      the Call Option, the Successor, of any provision hereunder.

     

    
      
         

      

      
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    5. Third-Party
      Beneficiaries.
      The
      Holder, the Successor and the Company acknowledge and agree that this Agreement
      is entered into for the benefit of and is enforceable by the Investors and
      their
      successors and assigns. The Holder, Successor and the Company understand and
      agree that this Agreement is a material inducement to the willingness of the
      Investors to enter into the Purchase agreement and the transactions contemplated
      thereunder, and that each of the Company, Successor and the Holder receive
      benefits as a result of the investment into the Company by the
      Investors.

    


    6. No
      Additional Fees/Payment.
      Other
      than the consideration specifically referenced herein, the parties hereto agree
      that no fee, payment or additional consideration in any form has been or will
      be
      paid to the Holder or the Successor in connection with this
      Agreement.

    


    7. Enumeration
      and Headings.
      The
      enumeration and headings contained in this Agreement are for convenience of
      reference only and shall not control or affect the meaning or construction
      of
      any of the provisions of this Agreement.

    


    8. Counterparts.
      This
      Agreement may be executed in facsimile and in any number of counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      of
      which shall together constitute one and the same agreement.

    


    9. Successors
      and Assigns; Third Party Beneficiaries.
      This
      Agreement and the terms, covenants, provisions and conditions hereof shall
      be
      binding upon, and shall inure to the benefit of, the respective heirs,
      successors and assigns of the parties hereto, provided that the Investors shall
      be intended third party beneficiaries of this Agreement. 

    


    10. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, such provision will be conformed to prevailing law rather than voided,
      if possible, in order to achieve the intent of the parties and, in any event,
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall be binding upon the parties hereto.

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any manner except by a written
      agreement executed by each of the parties hereto if and only if such
      modification or amendment is consented to in writing by the Investors holding
      a
      majority in interest of the Common Stock issued or issuable under the Purchase
      Agreement. 

     

    
      
         

      

      
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    12. Further
      Assurances.
      The
      Company, Successor and Holder shall each do and perform, or cause to be done
      and
      performed, all such further acts and things, and shall execute and deliver
      all
      such other agreements, certificates, instruments and documents, as any Investor
      or the Transfer Agent or, in the case of the Holder or Successor, the Company,
      may reasonably request in order to carry out the intent and accomplish the
      purposes of this Agreement and the consummation of the transactions contemplated
      hereby.

    


    13. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    14. Remedies.
      The
      Company and the Investors shall have the right to specifically enforce all
      of
      the obligations of the Holder under this Agreement (without posting a bond
      or
      other security), in addition to recovering damages by reason of any breach
      of
      any provision of this Agreement and to exercise all other rights granted by
      law.
      Furthermore, each of the Company, Holder and Successor recognize that if it
      fails to perform, observe, or discharge any of its obligations under this
      Agreement, any remedy at law may prove to be inadequate relief to the Company or
      the Investors. Therefore, the Holder agrees that each of the Company and the
      Investors shall be entitled to seek temporary and permanent injunctive relief
      in
      any such case without the necessity of proving actual damages and without
      posting a bond or other security.

    


    15. Governing
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      the
      laws of the State of New York and the federal laws of the United States of
      America applicable therein. Each party agrees for its benefit and the benefit
      of
      the Investors (who are third party beneficiaries to the obligations of the
      Company,
      Holder and Successor
      contained in this Agreement and this Section) as follows: (a) All Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement shall be commenced exclusively 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 such New York Court, or that such Proceeding has been commenced in an
      improper or inconvenient forum. (b) Each of the Company and the Holder 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. (c) Each of the Company and
      the
      Holder hereby irrevocably waive, to the fullest extent permitted by applicable
      law, any and all right to trial by jury in any legal proceeding arising out
      of
      or relating to this Agreement or the transactions contemplated hereby. (d)
      If
      any party or any Investor 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 (and in the case of an Investor bringing such
      a
      Proceeding, the Company, Holder and Successor shall jointly and severally
      reimburse the Investor) for its reasonable attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      Proceeding.

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Lockup Agreement
      to
      be executed as of the day and year first above written.

    
      	 	 	 
	 
 	 
 	 
 
	
            	 	
              /s/
                Yinshing David To

            
	 	
              
Yinshing
              David To
	 	
            
	 	
              Number
                of Shares of Common Stock Beneficially

            
	 	 
	 	
              Owned
                at Closing: 6,535,676

            
	 	 
	 	 
	 	
              /s/
                Tao Li

            
	 	
              
                
Tao
                Li

            


    

     

    
      	 	 	 
	 	
              DISCOVERY
                TECHNOLOGIES, INC.

            
	 
 	 
	 
 
	
            	By: 	/s/
              Tao
              Li
	 	
              
Name:
              Tao Li
	 	
              Title:
                Chairman of the Board, 

              President
                and Chief Executive Officer

            


    

     

    
      
         

      

      
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