REGISTRATION
RIGHTS AGREEMENT

    


    This
Registration Rights Agreement (the "Agreement") is made
as of August 11, 2009 by and between Weikang Bio-Technology Group Company, Inc.,
a Nevada corporation (the "Company"), and ARC
China, Inc., a Shanghai corporation (the "Investor"), pursuant
to a Securities Purchase Agreement dated as of the date hereof by and among the
Company, the Investor and Corporate Stock Transfer, Inc., as escrow agent (the
"Securities Purchase
Agreement"). Capitalized terms used and not defined herein shall have the
respective meanings ascribed to them in the Securities Purchase
Agreement.

    


    RECITALS

    


    WHEREAS,
the Company sold up to an aggregate of 4,768,877 shares (the "Preferred Shares") of
its newly-designated Series A Convertible Preferred Stock of the Company, par
value $0.01 per share, convertible into shares ("Shares") of the
Company's common stock, par value $0.00001 per share (the "Common Stock"), and
warrants (the "Warrants") to
purchase 2,384,438 Shares, at an exercise price of $2.75 per share (the "Warrant Shares," and
together with the Shares, the "Securities"), to the
Investor in a series of private placement offerings pursuant to the terms of the
Securities Purchase Agreement (collectively, the "Offering");
and

    


    WHEREAS,
the execution and delivery of this Agreement by the Company is a condition to
the completion of the Offering.

    


    NOW,
THEREFORE, the parties hereto agree as follows:

    


    
      	
              1.

            	
              Registration
      Procedures and Expenses. The Company
  shall:

            


    

    


    (a)     
subject to receipt of necessary information from the Investor, use its
commercially reasonable efforts to cause a Registration Statement on Form S-3,
or on such other form as is available to the Company (the "Initial Registration
Statement"), to be filed with the Securities and Exchange Commission
("SEC"), within
30 calendar days following the last Closing Date of the Offering (the "Trigger Date"), to
enable the resale of the Securities by the Investor from time to time.
Notwithstanding the registration obligations set forth in the first sentence of
this Section
1(a), in the event the SEC informs the Company that all of the Securities
cannot, as a result of the application of Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), be
registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the holders
thereof, (ii) use its best efforts to file amendments to the Initial
Registration Statement as required by the SEC, or (iii) withdraw the Initial
Registration Statement and file a new registration statement (a "New Registration
Statement," and together with the Initial Registration Statement, the
"Registration
Statement"), in either case covering the maximum number of Securities
permitted to be registered by the SEC on Form S-3 or such other form available
to register for resale the Securities as a secondary offering, with the number
of Securities included on such amendment or the New Registration Statement cut
back proportionally for the Investor; provided, however, that prior to filing
such amendment or New Registration Statement, the Company shall be obligated to
use its best efforts to advocate with the SEC for the registration of all of the
Securities in accordance with SEC policies. In the event the Company amends the
Initial Registration Statement or files a New Registration Statement, as the
case may be, under clauses (ii) or (iii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by
the SEC, one or more registration statements on Form S-3 or such other form
available to register for resale those Securities that were not registered for
resale on the Initial Registration Statement, as amended, or the New
Registration Statement;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)     
subject to receipt of necessary information from the Investor, use its
commercially reasonable efforts to cause the Registration Statement to become
effective no later than the date that is the earlier of 90 calendar days after
the Trigger Date (or, in the event of a "full review" of the Registration
Statement by the SEC, 150 calendar days after the Trigger Date) or five days
after the SEC declares the Registration Statement effective (the "Required Effective
Date"). If the Registration Statement (i) has not been filed by the
Required Filing Date or (ii) has not been declared effective by the SEC on or
before the Required Effective Date, the Company shall, on the Business Day
immediately following the Required Filing Date or the Required Effective Date,
as the case may be, and each 30th day thereafter, make a payment to the Investor
as partial compensation for such delay (the "Late Registration
Payments") equal to one percent of the purchase price paid for the
Preferred Shares purchased by the Investor and not previously sold by the
Investor until the Registration Statement is filed or declared effective by the
SEC, as the case may be; provided, however, that in no event shall the payments
made pursuant to this Subsection (b) if
any, exceed in the aggregate 10% of the purchase price. Late Registration
Payments will be prorated on a daily basis during each 30-day period and will be
paid to the Investor either (at the election of the Company) (i) in Preferred
Shares, or (ii) by wire transfer or check, within five Business Days after the
earlier of (x) the end of each 30-day period following the Required Effective
Date or (y) the effective date of the Registration Statement;

    


    (c)     
subject to a Suspension (as defined in Section 2(c)) being
in effect, use its commercially reasonable efforts to prepare and file with the
SEC such amendments and supplements to the Registration Statement and the
related prospectus (the "Prospectus") as may
be necessary to keep the Registration Statement current and effective for a
period ending on the earlier of (i) the second anniversary of the Trigger Date,
(ii) the date on which the Investor may sell the Securities pursuant to Rule 144
under the Securities Act or any successor rule ("Rule 144") without
volume or manner of sale restrictions, or (iii) such time as all Securities
purchased by the Investor in the Offering have been sold (A) pursuant to a
registration statement, (B) to or through a broker, dealer or underwriter in a
public distribution or a public securities transaction, or (C) in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale, and to notify the Investor promptly upon the
Registration Statement and each post-effective amendment thereto, being declared
effective by the SEC;

    


    (d)     
furnish to the Investor such number of copies of the Registration Statement and
the Prospectus (including supplemental prospectuses) (collectively, the "Prospectuses") as the
Investor may reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Securities by the Investor;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e)     
file documents required of the Company for customary blue sky clearance in
states specified in writing by the Investor; provided, however, that the Company
shall not be required to qualify to do business or consent to service of process
in any jurisdiction in which it is not now so qualified or has not so
consented;

    


    (f)     
bear all expenses (other than underwriting discounts and commissions, if any) in
connection with the procedures in paragraph (a) through (e) of this Section 1 and the
registration of the Securities pursuant to the Registration
Statement;

    


    (g)     
advise the Investor, promptly after it shall receive notice or obtain knowledge
of the issuance of any stop order by the SEC delaying or suspending the
effectiveness of the Registration Statement or of the initiation of any
proceeding for that purpose; and it will promptly use its commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued;
and

    


    (h)     
with a view to making available to the Investor the benefits of Rule 144 and any
other rule or regulation of the SEC that may at any time permit the Investor to
sell Securities to the public without registration, the Company covenants and
agrees to use its commercially reasonable efforts to: (i) make and keep public
information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) such date as all of the Investor's Securities may be
resold pursuant to Rule 144 or any other rule of similar effect or (B) such date
as all of the Investor's Securities shall have been resold; (ii) file with the
SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and under the Securities Exchange Act of 1934, as
amended (the "Exchange
Act"); and (iii) furnish to the Investor upon request, as long as the
Investor owns any Securities, (A) a written statement by the Company that it has
complied with the reporting requirements of the Securities Act and the Exchange
Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, and (C) such other information as may be
reasonably requested in order to avail the Investor of any rule or regulation of
the SEC that permits the selling of any such Securities without
registration.

     

    It shall
be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 1 that the
Investor shall furnish to the Company such information regarding itself, the
Securities to be sold by the Investor, and the intended method of disposition of
such securities as shall be required to effect the registration of the
Securities.

     

    The
Company understands that the Investor disclaims being an underwriter, but
acknowledges that a determination by the SEC that the Investor is deemed an
underwriter shall not relieve the Company of any obligations it has
hereunder.

    


    
      	
              2.

            	
              Transfer of Shares
      After Registration;
Suspension.

            


    

    


    (a)     
The Investor agrees that it will not effect any disposition of the Securities or
its right to purchase the Securities that would constitute a sale within the
meaning of the Securities Act other than transactions exempt from the
registration requirements of the Securities Act, as contemplated in the
Registration Statement and as described below, and that it will promptly notify
the Company of any material changes in the information set forth in the
Registration Statement regarding the Investor or its plan of
distribution.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)     
Except in the event that Subsection (c) below
applies, the Company shall: (i) if deemed necessary by the Company, prepare and
file from time to time with the SEC a post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or a supplement
or amendment to any document incorporated therein by reference or file any other
required document so that such Registration Statement will not 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 not misleading, and
so that, as thereafter delivered to purchasers of the Securities being sold
thereunder, such Prospectus will not 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; (ii) provide the Investor copies of any documents
filed pursuant to Section 2(b)(i); and
(iii) upon request, inform the Investor that the Company has complied with its
obligations in Section
2(b)(i) (or that, if the Company has filed a post-effective amendment to
the Registration Statement which has not yet been declared effective, the
Company will notify the Investor to that effect, will use its commercially
reasonable efforts to secure the effectiveness of such post-effective amendment
as promptly as possible and will promptly notify the Investor pursuant to Section 2(b)(i)
hereof when the amendment has become effective).

    


    (c)     
Subject to Subsection
(d) below, in the event: (i) of any request by the SEC or any other
federal or state governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to the Registration
Statement or related Prospectus or for additional information; (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose; (iii) 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 Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose; or (iv) of
any event or circumstance which necessitates the making of any changes in the
Registration Statement or Prospectus, or any document incorporated or deemed to
be incorporated therein by reference, so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and that in the case of the Prospectus, it
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall promptly deliver a certificate in writing to
the Investor (the "Suspension Notice")
to the effect of the foregoing and, upon receipt of such Suspension Notice, the
Investor will refrain from selling any Securities pursuant to the Registration
Statement (a "Suspension") until
the Investor is advised in writing by the Company that the current Prospectus
may be used, and has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in any such
Prospectus. In the event of any Suspension, the Company will use its
commercially reasonable efforts to cause the use of the Prospectus so suspended
to be resumed as soon as reasonably practicable after delivery of a Suspension
Notice to the Investor. In addition to and without limiting any other remedies
(including, without limitation, at law or at equity) available to the Investor,
the Investor shall be entitled to specific performance in the event that the
Company fails to comply with the provisions of this Section 2(c). The
Investor covenants that from the date hereof it will maintain in confidence the
receipt and content of any Suspension Notice provided in accordance with this
Section 2(c) in
accordance with and subject to the Securities Purchase Agreement.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)     
Notwithstanding the foregoing paragraphs of this Section 2, the
Company shall use its commercially reasonable efforts to ensure that (i) a
Suspension shall not exceed 60 days individually and (ii) no more than two
Suspensions shall occur during any 12-month period.

     

    (e)     
If a Suspension is not then in effect, the Investor may sell Securities under
the Registration Statement, provided that it complies with any applicable
prospectus delivery requirements. Upon receipt of a request therefor, the
Company will provide an adequate number of current Prospectuses to the Investor
and to any other parties requiring such Prospectuses.

    


    (f)     
In the event of a sale of Securities by the Investor, unless such requirement is
waived by the Company in writing, the Investor must also deliver to the
Company's transfer agent, with a copy to the Company, a certificate of
subsequent sale substantially in the form attached hereto as Exhibit A (a "Certificate of Subsequent
Sale"), so that the Securities may be properly transferred.

    


    (g)     
The Company agrees that it shall, immediately prior to the Registration
Statement being declared effective, deliver to its transfer agent an opinion
letter of counsel, opining that at any time the Registration Statement is
effective, the transfer agent shall issue, in connection with the sale of the
Securities, certificates representing such Securities without restrictive
legends, provided the Securities are to be sold pursuant to the Prospectus
contained in the Registration Statement and the transfer agent receives a
Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall
cause the transfer agent to confirm, for the benefit of the Investor, that no
further opinion of counsel is required at the time of transfer in order to issue
such Securities without restrictive legends.

     

    The
Company shall cause its transfer agent to issue a certificate without any
restrictive legend to a purchaser of any Securities from the Investor, if (a)
the sale of such Securities is registered under the Registration Statement
(including registration pursuant to Rule 415 under the Securities Act) and the
Investor has delivered a Certificate of Subsequent Sale to the transfer agent;
(b) the holder has provided the Company with an opinion of counsel, in form,
substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Securities
may be made without registration under the Securities Act; or (c) such
Securities are sold in compliance with Rule 144 under the Securities
Act.

    


    
      	
              3.

            	
              Indemnification.
      For the purpose of this Section
      3:

            


    

    


    (a)     
the term "Selling
Stockholder" shall mean the Investor and each person, if any, who
controls the Investor within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act;

    


    (b)     
the term "Registration
Statement" shall include any final Prospectus, exhibit, supplement or
amendment included in or relating to, and any document incorporated by
reference
in, the Registration Statement (or deemed to be a part thereof) referred to in
Section 1;
and

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)     
the term "untrue
statement" shall mean any untrue statement or alleged untrue statement,
or any omission or alleged omission to state in the Registration Statement a
material fact required to be stated therein or necessary to make the statements
therein, not misleading.

     

    (d)     
(i)      The Company agrees to indemnify and hold
harmless each Selling Stockholder from and against any losses, claims, damages
or liabilities to which such Selling Stockholder may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon (i) any untrue statement of a material fact contained in the
Registration Statement, (ii) any inaccuracy in the representations and
warranties of the Company contained in the Agreement or the failure of the
Company to perform its obligations hereunder, or (iii) any failure by the
Company to fulfill any undertaking included in the Registration Statement, and
the Company will reimburse such Selling Stockholder for any reasonable legal
expense or other actual accountable out of pocket expenses reasonably incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim; provided, however, that the Company shall not be liable in any such
case to the extent that such loss, claim, damage or liability arises out of, or
is based upon, an untrue statement made in such Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Selling Stockholder specifically for use in
preparation of the Registration Statement, or any inaccuracy in representations
made by such Selling Stockholder in the Securities Purchase Agreement or the
failure of such Selling Stockholder to comply with its covenants and agreements
contained in the Securities Purchase Agreement or Section 2 hereof or
any statement or omission in any Prospectus that is corrected in any subsequent
Prospectus that was delivered to the Selling Stockholder prior to the pertinent
sale or sales by the Selling Stockholder.

     

    (ii)     
The Investor agrees to indemnify and hold harmless the Company (and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act, each officer of the Company who signs the Registration Statement
and each director of the Company) from and against any losses, claims, damages
or liabilities to which the Company (or any such officer, director or
controlling person) may become subject (under the Securities Act or otherwise),
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, (i) any failure
to comply with the covenants and agreements contained in the Securities Purchase
Agreement or Section
2 hereof, or (ii) any untrue statement of a material fact contained in
the Registration Statement if, and only if, such untrue statement was made in
reliance upon and in conformity with written information furnished by or on
behalf of the Investor specifically for use in preparation of the Registration
Statement, and the Investor will reimburse the Company (or such officer,
director or controlling person), as the case may be, for any reasonable legal
expense or other actual accountable out-of-pocket expenses reasonably incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim. The obligation to indemnify shall be limited to the net amount of the
proceeds received by the Investor from the sale of the Securities pursuant to
the Registration Statement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (iii)     
Promptly after receipt by any indemnified person of a notice of a claim or the
beginning of any action in respect of which indemnity is to be sought against an
indemnifying person pursuant to this Section 3, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 3 (except to
the extent that such omission materially and adversely affects the indemnifying
party's ability to defend such action) or from any liability otherwise than
under this Section
3. Subject to the provisions hereinafter stated, in case any such action
shall be brought against an indemnified person, the indemnifying person shall be
entitled to participate therein, and, to the extent that it shall elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified person of
its election to assume the defense thereof (unless it has failed to assume the
defense thereof and appoint counsel reasonably satisfactory to the indemnified
party), such indemnifying person shall not be liable to such indemnified person
for any legal expenses subsequently incurred by such indemnified person in
connection with the defense thereof; provided, however, that if there exists or
shall exist a conflict of interest that would make it inappropriate, in the
reasonable opinion of counsel to the indemnified person, for the same counsel to
represent both the indemnified person and such indemnifying person or any
affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the fees and
expenses of more than one separate counsel (together with appropriate local
counsel) for all indemnified parties. In no event shall any indemnifying person
be liable in respect of any amounts paid in settlement of any action unless the
indemnifying person shall have approved the terms of such settlement; provided
that such consent shall not be unreasonably withheld. No indemnifying person
shall, without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified person is or could reasonably have been a party and indemnification
could have been sought hereunder by such indemnified person, unless such
settlement includes an unconditional release of such indemnified person from all
liability on claims that are the subject matter of such proceeding.

     

    (iv)     
If the indemnification provided for in this Section 3 is
unavailable or insufficient to hold harmless an indemnified party under Subsections 3(d)(i)
or 3(d)(ii)
above in respect of any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative
fault of the Company, on the one hand, and the Investor, on the other hand, in
connection with the statements or omissions or other matters which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, in the case of an untrue
statement, whether the untrue statement relates to information supplied by the
Company, on the one hand, or the Investor, on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement. The Company and the Investor agree that it would
not be just and equitable if contribution pursuant to this Section 3(d) were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to above in
this Section
3(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 3(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 3(d), the
Investor shall not be required to contribute any amount in excess of the amount
by which the gross amount received by the Investor from the sale of the
Securities to which such loss relates exceeds the amount of any damages which
the Investor has otherwise been required to pay by reason of such untrue
statement. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    The
parties to this Agreement hereby acknowledge that they are sophisticated
business persons who were represented by counsel during the negotiations
regarding the provisions hereof including, without limitation, the provisions of
this Section 3,
and are fully informed regarding said provisions. They further acknowledge that
the provisions of this Section 3 fairly
allocate the risks in light of the ability of the parties to investigate the
Company and its business in order to assure that adequate disclosure is made in
the Registration Statement as required by the Securities Act and the Exchange
Act.

    


    4.            Termination of Conditions
and Obligations. The conditions precedent imposed by the Securities
Purchase Agreement or this Agreement upon the transferability of the Securities
shall cease and terminate as to any particular number of the Securities when
such Securities shall have been effectively registered under the Securities Act
and sold or otherwise disposed of in accordance with the intended method of
disposition set forth in the Registration Statement covering such Securities or
at such time as an opinion of counsel satisfactory to the Company shall have
been rendered to the effect that such conditions are not necessary in order to
comply with the Securities Act.

    


    5.            Information
Available. So long as the Registration Statement is effective covering
the resale of Securities owned by the Investor, the Company will furnish (or, to
the extent such information is available electronically through the Company's
filings with the SEC, the Company will make available) to the
Investor:

    


    (a)     
as soon as practicable after it is available, one copy of (i) its most recent
Annual Report to Stockholders (which Annual Report shall contain financial
statements audited in accordance with generally accepted accounting principles
by an independent registered public accounting firm, and (ii) if not included in
substance in the Annual Report to Stockholders, its most recent Annual Report on
Form 10-K (the foregoing, in each case, excluding exhibits);

    


    (b)     
upon the reasonable request of the Investor, all exhibits excluded by the
parenthetical to Subsection (a)(ii) of
this Section 5
as filed with the SEC and all other information that is made available to
shareholders; and

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c)     
upon the reasonable request of the Investor, an adequate number of copies of the
Prospectuses to supply to any other party requiring such Prospectuses; and the
Company, upon the reasonable request of the Investor, will meet with the
Investor or a representative thereof at the Company's headquarters during the
Company's normal business hours to discuss all information relevant for
disclosure in the Registration Statement covering the Securities and will
otherwise reasonably cooperate with the Investor conducting an investigation for
the purpose of reducing or eliminating the Investor's exposure to liability
under the Securities Act, including the reasonable production of information at
the Company's headquarters; provided, that the Company shall not be required to
disclose any confidential information to or meet at its headquarters with the
Investor until and unless the Investor shall have entered into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, with
the Company with respect thereto.

     

    6.            Limits on Additional
Issuances. Except for the issuance of stock options, restricted stock and
stock appreciation rights under the Company's long term incentive plans, if any,
the issuance of Common Stock purchase warrants, or the issuance of Common Stock
upon the conversion of preferred stock or upon exercise of outstanding options,
warrants and other equity-based rights and the offering contemplated hereby, the
Company will not, for a period of six months following the Trigger Date, offer
for sale or sell any securities unless, in the opinion of the Company's counsel,
such offer or sale does not jeopardize the availability of exemptions from the
registration and qualification requirements under applicable securities laws
with respect to the Offering. The foregoing shall not apply to securities issued
in connection with any acquisition, including by way of merger, or purchase of
stock or all or substantially all of the assets of any third party. Except for
the issuance of stock options, restricted stock and stock appreciation rights
under the Company's long term incentive plans, the issuance of Common Stock
purchase warrants, or the issuance of Common Stock upon the conversion of
preferred stock or upon exercise of outstanding options, warrants and other
equity-based rights and the offering contemplated hereby, the Company has not
engaged in any such offering during the six-month period prior to the date of
this Agreement. The foregoing provisions shall not prevent the Company from
filing a "shelf" registration statement pursuant to Rule 415 under the
Securities Act, but the foregoing provisions shall apply to any sale of
securities thereunder.

    


    7.            Notices. All notices,
requests, consents and other communications hereunder shall be in writing, shall
be delivered (A) if within the United States, by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage
prepaid, or by facsimile, or (B) if from outside the United States, by
International Federal Express (or comparable service) or facsimile, and shall be
deemed given (i) if delivered by first-class registered or certified mail
domestic, upon the Business Day received, (ii) if delivered by nationally
recognized overnight carrier, one Business Day after timely delivery to such
carrier, (iii) if delivered by International Federal Express (or comparable
service), two Business Days after timely delivery to such carrier, (iv) if
delivered by facsimile, upon electric confirmation of receipt and shall be
addressed as follows, or to such other address or addresses as may have been
furnished in writing by a party to another party pursuant to this
paragraph:

    


    if to the
Company, to:

     

    Weikang
Bio-Technology Group Company, Inc.

    No. 365
Chengde Street, Daowai District, Harbin

    Heilongjiang
Province, P.R. China 150020

    Attention:
Yin Wang

    Facsimile:
[_________________________________]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    with a
copy to:

     

    [________________________________________]

    [________________________________________]

    [________________________________________]

    Attention:
[_________________ ______________]

    Facsimile:
[________________________________]

     

    if to the
Investor, at the address set forth on the signature page hereto.

    


    8.            Amendments; Waiver.
This Agreement may not be modified or amended except pursuant to an instrument
in writing signed by the Company and the Investor. Any waiver of a provision of
this Agreement must be in writing and executed by the party against whom
enforcement of such waiver is sought.

    


    9.            Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns. The Company may not
assign or transfer its rights and obligations hereunder without the prior
written consent of the Investor. The Investor may freely assign and transfer its
rights and obligations hereunder without the prior written consent of the
Company.

    


    10.            Headings. The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.

    


    11.            Entire Agreement;
Severability. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof. If any provision contained in this Agreement is
determined to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

    


    12.            Governing Law. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Nevada, without giving effect to the principles of
conflicts of law.

    


    13.            Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.

    


    [Remainder
of This Page Intentionally Left Blank; Signature Page to Follow]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

     

    Dated as
of: August 11, 2009

    


    
      
        
          	
                  THE
      INVESTOR:

                
	 
      
	
                  ARC
      China, Inc.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:
      Adam M. Roseman

                
	
                  Title:
      Chief Executive Officer

                
	 
      
	
                  Address:

                
	 
      
	
                  23
      on the Bund

                
	
                  The
      Bank of China Building, 14th
      Floor

                
	
                  23
      Zhongshan East No. 1 Road

                
	
                  Shanghai
      200002, P.R. China

                
	
                  Fax:
      +86 (21) 63231717

                


        

      

    

    


    
      
        
          	
                  AGREED
      AND ACCEPTED BY THE COMPANY:

                
	 
      
	
                  Weikang
      Bio-Technology Group Company, Inc.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	
                  Yin
      Wang

                
	
                  Title:

                	
                  Chief
      Executive Officer

                


        

      

    

    


    [Signature
Page to Registration Rights Agreement]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    WEIKANG
BIO-TECHNOLOGY GROUP COMPANY, INC.

    CERTIFICATE
OF SUBSEQUENT SALE

     

    Corporate
Stock Transfer, Inc.

    3200
Cherry Creek South Drive, Suite 430

    Denver,
Colorado 80209

    Attention:
Carylyn Bell

    


    
      	
            	
              RE:

            	
              Sale
      of shares of Common Stock of Weikang Bio-Technology Group Company, Inc.
      (the "Company")
      pursuant to the Company's Prospectus dated _______________, 2009 (the
      "Prospectus").

            


    

    


    Dear
Sir/Madam:

    


    The
undersigned hereby certifies, in connection with the sale of shares of Common
Stock of the Company included in the table of Selling Stockholders in the
Prospectus, that the undersigned has sold the shares pursuant to the Prospectus
and in a manner described under the caption "Plan of Distribution"
in the Prospectus and that such sale complies with all applicable securities
laws, including, without limitation, the Prospectus delivery requirements of the
Securities Act of 1933, as amended.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Selling
      Stockholder (the beneficial owner):

                                            	 
      
	 	 
	
                                              Record
      Holder (e.g., if held in name of nominee):

                                            	 
      
	 	 
	
                                              Restricted
      Stock Certificate No.(s):

                                            	 
      
	 	 
	
                                              Number
      of Shares Sold:

                                            	 
      
	 	 
	
                                              Date
      of Sale:

                                            	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    In the
event that you receive a stock certificate(s) representing more shares of Common
Stock than have been sold by the undersigned, then you should return to the
undersigned a newly issued certificate for such excess shares in the name of the
Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop
transfer on your records with regard to such certificate.

     

    
      
        
          
            
              
                	
                        Dated:_____________

                      	
                        Very
      truly yours,

                      
	 	 	 
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        12