Exhibit 4.1

                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered into
as of November 16, 2007,  by and among China Biopharmaceuticals  Holdings, Inc.,
a Delaware  corporation  (the  "Company"),  and RimAsia Capital  Partners,  L.P.
("RimAsia").

This Agreement is made pursuant to the Conditional  Loan  Conversion  Agreement,
dated as of the date hereof  between the  Company and RimAsia  (the  "Conversion
Agreement").

The Company and RimAsia hereby agree as follows:

1. DEFINITIONS.

Capitalized  terms used and not otherwise defined herein that are defined in the
Conversion  Agreement  will have the meanings given such terms in the Conversion
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 6.4.

      "Delaware  Courts" means the state and federal  courts sitting in the City
of Wilmington, Delaware.

      "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 under Section 2.1, the earlier of: (i) the 120th
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 170th 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  that may be required
pursuant to Section 2.2, the earlier of (i) the 120th day  following (x) if such
Registration  Statement is required  because the Commission  shall have notified
the Company in writing that certain Registrable Securities were not eligible for
inclusion  on a previously  filed  Registration  Statement,  the date or time on
which the  Commission  shall  indicate as being the first date or time that such
Registrable Securities may then be included in a Registration  Statement, or (y)
if such Registration  Statement is required for a reason other than as described
in (x) above,  the date on which the Company first knows,  or reasonably  should
have  known,  that


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such additional Registration  Statement(s) is required;  provided,  that, if the
Commission  reviews and has written  comments to a Registration  Statement filed
under  Section 2.2 that would  require the filing of a  pre-effective  amendment
thereto  with the  Commission,  then the  Effectiveness  Date under this  clause
(b)(i) for such Registration Statement shall be the 150th day following the date
that the Company  first  knows,  or  reasonably  should  have  known,  that such
additional  Registration  Statement is required under such Section, and (ii) the
fifth  Trading  Day  following  the date on which the Company is notified by the
Commission that such additional  Registration  Statement will not be reviewed or
is no longer subject to further  review and comments;  and (c) with respect to a
Registration  Statement  required to be filed under Section 2.3, the earlier of:
(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 (c)(i) shall be the
105th 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" has the meaning set forth in Section 2.1.

      "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 under Section 2.1, the 65th day following the Closing Date;
(b) with respect to any additional  Registration Statements that may be required
pursuant  to  Section  2.2,  the 45th  day  following  (x) if such  Registration
Statement is required  because the Commission shall have notified the Company in
writing that certain Registrable Securities were not eligible for inclusion on a
previously  filed  Registration  Statement,  the  date  or  time  on  which  the
Commission  shall indicate as being the first date or time that such Registrable
Securities  may then be included  in a  Registration  Statement,  or (y) if such
Registration  Statement  is required for a reason other than as described in (x)
above,  the date on which the Company  first knows,  or  reasonably  should have
known, that such additional Registration  Statement(s) is required; and (c) with
respect to a Registration  Statement required to be filed under Section 2.3, 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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      "Indemnified Party" has the meaning set forth in Section 5.3.

      "Indemnifying Party" has the meaning set forth in Section 5.3.

      "Losses" has the meaning set forth in Section 5.1.

      "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  Conversion  Shares,  (ii)  the
Warrant  Shares,  and (iii) any  securities  issued or  issuable  upon any stock
split, dividend or other distribution, recapitalization or similar event, or any
conversion  price  adjustment with respect to the Preferred Shares or any of the
securities referenced in (ii) above.

      "Registration Statement" means the initial registration statement required
to be filed in  accordance  with  Section  2.1 and any  additional  registration
statement(s)  required to be filed under Section 2.2 and 2.3, 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.

      "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.

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

      "Warrants"  means the Modified  Warrant and  Additional  Warrant issued or
issuable to RimAsia pursuant to the Conversion Agreement.

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

2. REGISTRATION.

      2.1. On or prior to each 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, on Form SB-2 (or on such other form  appropriate for such purpose).
Such Registration Statement shall contain (except if otherwise required pursuant
to  written  comments  received  from  the  Commission  upon a  review  of  such
Registration  Statement) the "Plan of Distribution"  attached hereto as Annex A.
The Company  shall cause such  Registration  Statement 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 commercially  reasonable best efforts
to keep the Registration  Statement  continuously effective under the Securities
Act until the date which is the  earlier of (i) five years  after its  Effective
Date,  (ii)  such  time as all of the  Registrable  Securities  covered  by such
Registration  Statement  have been publicly  sold by the Holders,  or (iii) such
time as all of the Registrable Securities covered by such Registration Statement
may be sold by the Holders  pursuant to Rule 144(k) 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 (the
"Effectiveness Period").


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      2.2.  If  for  any  reason  the  Commission  does  not  permit  all of the
Registrable  Securities  to be  included  in the  Registration  Statement  filed
pursuant to Section  2.1, or for any other  reason any  outstanding  Registrable
Securities are not then covered by an effective  Registration  Statement,  then,
subject to the Commission's requests,  interpretation and comments based on Rule
415, the Company shall prepare and file by the Filing Date for such Registration
Statement,  an  additional  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, on Form SB-2 (or on such other form  appropriate for such purpose).
Each such  Registration  Statement shall contain  (except if otherwise  required
pursuant to written comments  received from the Commission upon a review of such
Registration  Statement) the "Plan of Distribution"  attached hereto as Annex A.
The  Company  shall  cause  each  such  Registration  Statement  to be  declared
effective under the Securities Act as soon as possible but, in any event, by its
Effectiveness  Date, and shall use its  commercially  reasonable best efforts to
keep such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.

      2.3. Promptly  following any date on which the Company becomes eligible to
use a registration  statement on Form S-3 to register the Registrable Securities
for resale, the Company shall file a registration statement on Form S-3 covering
the  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 declared  effective 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) the
"Plan of Distribution"  attached hereto as Annex A. The Company shall cause such
Registration Statement to be declared effective under the Securities Act as soon
as possible  but, in any event,  by its  Effectiveness  Date,  and shall use its
commercially  reasonable  best  efforts  to  keep  such  Registration  Statement
continuously  effective under the Securities Act during the entire Effectiveness
Period.

If: (i) a Registration Statement is not filed on or prior to its Filing Date (if
the Company files a  Registration  Statement  without  affording the Holders the
opportunity to review and comment on the same as required by Section 3.1 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 (iii) after its Effective Date, without
regard  for the  reason  thereunder  or  efforts  therefore,  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


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law: (x) on each such Event Date 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 Loan Conversion Amount converted by such Holder into the Preferred
Shares pursuant to the Conversion Agreement; and (y) 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 1.5% of the aggregate Loan Conversion  Amount  converted by such Holder
into the Preferred Shares pursuant to the Conversion Agreement,  up to a maximum
of 9% per Holder per annum of the aggregate  purchase  price paid by such Holder
(in the form of loan  conversion)  pursuant  to the  Conversion  Agreement.  The
parties agree that the Company will not be liable for  liquidated  damages under
this Section in respect of the Warrants. If the Company fails to pay any partial
liquidated  damages pursuant to this Section in full within seven days after the
date payable,  the Company will pay interest  thereon at a rate of 10% per annum
(or such lesser maximum  amount that is permitted to be paid by applicable  law)
to the Holder,  accruing daily from the date such partial liquidated damages are
due until such amounts,  plus all such interest  thereon,  are paid in full. 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.

      2.4.   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
required to pay any  liquidated or other damages under Section 2.4 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 3.1).

3. REGISTRATION PROCEDURES.

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

      3.1. 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.  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).


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      3.2. (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  Statements  and the  disposition  of all
Registrable Securities covered by each Registration Statement.

      3.3.  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
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


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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.

      3.4. Use its  commercially  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.

      3.5. 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.

      3.6.  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.

      3.7. 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, to keep each such
registration or  qualification  (or exemption  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 Statements.

      3.8.  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  Statements,  which certificates shall
be free, to the extent permitted by the Conversion 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.

      3.9. Upon the occurrence of any event  contemplated by Section 3.3(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


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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  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.

      5.1.  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
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,  reasonable costs of preparation and reasonable attorneys' fees) and
expenses  (collectively,  "Losses"),  as  actually  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


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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  3.3(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.

      5.2.  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 3.3(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. 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.


                                       10
<PAGE>

      5.3. Conduct of Indemnification Proceedings.

            5.3.1.  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.

            5.3.2. 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.

            5.3.3.  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).


                                       11
<PAGE>

      5.4. Contribution.

            5.4.1.  If a claim for  indemnification  under Section 5.1 or 5.2 is
unavailable to an  Indemnified  Party (by reason of public policy or otherwise),
then each Indemnifying  Party, in lieu of indemnifying  such 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 5.3, 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.

            5.4.2.  The  parties  hereto  agree  that it  would  not be just and
equitable if  contribution  pursuant to this Section 5.4 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  Section   5.4.1.
Notwithstanding  the provisions of this Section 5.4, 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.

            5.4.3. 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.

      6.1. 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.


                                       12
<PAGE>

      6.2. 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.

      6.3. 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.

      6.4.  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 3.3, 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.

      6.5.  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 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.

      6.6.  Amendments and Waivers.  The provisions of this Agreement 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.


                                       13
<PAGE>

      6.7.  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
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:  To the address set forth under the  Company's  name on
the signature page hereto.

      If to  RimAsia:  To the  address  set forth  under  RimAsia'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.

      6.8. 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 Conversion Agreement.

      6.9.  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
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.

      6.10. 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
Delaware,  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  Delaware  Courts.  Each party  hereto


                                       14
<PAGE>

hereby irrevocably submits to the exclusive  jurisdiction of the Delaware 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  Delaware  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.

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

      6.12.  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.

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

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


                                       15
<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

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

                                 CHINA BIOPHARMACEUTICALS HOLDINGS, INC.


                                 By: /s/ Chris Peng Mao
                                     -----------------------
                                         Chris Peng Mao, CEO

                                 ADDRESS FOR NOTICE

                                 No. 859, Pan Xu Road
                                 Suzhou, Jiangsu Province
                                 China 215000
                                 Tel (86) 512-6855-0568
                                 Fax (86) 512-6855-0578

                                 RIMASIA CAPITAL PARTNERS, L.P.


                                 By: /s/ Eric H.C. Wie
                                     -------------------------
                                        Eric H.C. Wei, Director
                                        RimAsia Capital Partners GP, Ltd
                                          As general partner of
                                          RimAsia Capital Partners GP, L.P.
                                            As general partner of
                                            RimAsia Capital Partners, L.P.

                                 ADDRESS FOR NOTICE

                                 c/o RimAsia Capital Partners (Hong Kong) Ltd.
                                 1808 Hutchison House
                                 10 Harcourt Road, Admiralty
                                 Hong Kong
                                 Attention: Eric Wei
                                 Fax: 852-2970-0078


                                       16
<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 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 the Selling Shareholders;

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.


                                       17
<PAGE>

      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 Preferred  Shares,  Warrants and shares of Common
Stock  resulting  from  conversion  of the  Preferred  Shares or exercise of the
Warrants 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.

      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


                                       18
<PAGE>

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 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.


                                       19
<PAGE>

                                     ANNEX B

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

                Selling Security holder Notice and Questionnaire

The undersigned  beneficial  owner of common stock (the "Common Stock") of China
Biopharmaceuticals  Holdings,  Inc. (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 November 16, 2007 (the "Registration Rights Agreement"),
between  the  Company  and  RimAsia  Capital  Partners,   L.P.  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 Security holder

            ____________________________________________________________________

      (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 Security holder:

_____________________________________________________

_____________________________________________________


                                       20
<PAGE>

Telephone: _____________________________
Fax:____________________________________
Contact Person:_________________________

3.    Beneficial Ownership of Registrable Securities:

      Type and 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 Security holder.

      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.


                                       21
<PAGE>

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

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

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:
            ____________________________________________________________________

            ____________________________________________________________________

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:______________________________________


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


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