REGISTRATION
      RIGHTS AGREEMENT

    
       

      REGISTRATION
        RIGHTS AGREEMENT
        (this
        "Agreement"),
        dated
        as of April __, 2007, by and among Benda Pharmaceutical, Inc., a Delaware
        corporation, with headquarters located at Changjiang Tower, 23rd
        Floor,
        No.1 Minquan Road, Wuhan, Hubei province, People’s Republic of China
        (the "Company"),
        and
        the undersigned buyers (each, a "Buyer",
        and
        collectively, the "Buyers").
        

      


      WHEREAS:

       

      A. In
        connection with the Investment Agreement by and between the Company and Buyer
        dated even date herewith (the "Investment
        Agreement"),
        the
        Company has agreed, upon the terms and subject to the conditions set forth
        in
        the Investment Agreement, to issue and sell to Buyer (i) a promissory note
        convertible into shares (the "Common
        Shares")
        of the
        Company's common stock, par value $0.001 per share (the "Common
        Stock"),
        (ii)
        warrants (the "Warrants")
        which
        will be exercisable to purchase shares of Common Stock (as exercised,
        collectively the "Warrant
        Shares")
        in
        accordance with the terms of the Warrants, and certain additional Common
        Shares
        pursuant to Section 4(t) (the “Make Good Shares”).

       

      B. To
        induce
        the Buyers to execute and deliver the Investment Agreement, the Company has
        agreed to provide certain registration rights under the Securities Act of
        1933,
        as amended, and the rules and regulations thereunder, or any similar successor
        statute (collectively, the "1933
        Act"),
        and
        applicable state securities laws.

      


      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and each of the Buyers hereby agree as
        follows:

       

      1. Definitions.
        

       

      Capitalized
        terms used herein and not otherwise defined herein shall have the respective
        meanings set forth in the Investment Agreement. As used in this Agreement,
        the
        following terms shall have the following meanings:

       

      a. "Business
        Day"
        means
        any day other than Saturday, Sunday or any other day on which commercial
        banks
        in the City of New York are authorized or required by law to remain
        closed.

       

      b. Buyer"
        means a
        Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights
        under this Agreement and who agrees to become bound by the provisions of
        this
        Agreement in accordance with Section 9 and any transferee or assignee thereof
        to
        whom a transferee or assignee assigns its rights under this Agreement and
        who
        agrees to become bound by the provisions of this Agreement in accordance
        with
        Section 9.

       

      c. "Closing
        Date"
        shall
        have the meaning set forth in the Investment Agreement.

       

      
        
          
          

        

        
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      d. "Effective
        Date"
        means
        the date the Registration Statement is declared effective by the
        SEC.

       

      e. "Effectiveness
        Deadline"
        means
        August 15, 2007.

       

      f. "Make
        Good Agreement"
        means
        that certain Make Good Agreement, dated as of the date hereof, by and among
        Keating Securities, LLC, the Company, its current and future subsidiaries,
        Ever
        Leader Holdings, Limited, a company incorporated under the laws of Hong Kong
        SAR, its direct and indirect subsidiaries, Mr. Yiqing Wan, Ms. Wei Xu and
        Moveup
        Investments Limited.

       

      g. “Make
        Good Shares"
        means
        the shares that may be issued to Buyer in accordance with Section 4(t) of
        the
        Investment Agreement.

       

      h. "Person"
        means
        an individual, a limited liability company, a partnership, a joint venture,
        a
        corporation, a trust, an unincorporated organization and a government or
        any
        department or agency thereof.

       

      i. “Previous
        Registration Rights Agreement” means
        that certain Registration Rights Agreement dated November 15, 2006, by and
        among
        Applied Spectrum Technologies, Inc. (the Company’s previous name) and certain
        Buyers to the Securities Purchase Agreement dated November 15, 2006.


       

      j. "register,"
        "registered,"
        and
        "registration"
        refer
        to a registration effected by preparing and filing one or more Registration
        Statements (as defined below) in compliance with the 1933 Act and pursuant
        to
        Rule 415 and the declaration or ordering of effectiveness of such Registration
        Statement(s) by the SEC.

       

      k. "Registrable
        Securities"
        means
        (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise
        of the Warrants (iii) the Make-Good Shares and (iv) any capital stock of
        the
        Company issued or issuable with respect to the Common Shares, the Make-Good
        Shares, the Warrant Shares, or the Warrants as a result of any stock split,
        stock dividend, recapitalization, exchange or similar event or otherwise,
        without regard to any limitations on exercise of the Warrants.

       

      l. "Registration
        Statement"
        means a
        registration statement or registration statements of the Company filed under
        the
        1933 Act covering the Registrable Securities.

       

      m. "Required
        Holders"
        means
        the holders of at least a majority of the Registrable Securities as defined
        in
        the Previous Registration Rights Agreement.

       

      n. "Required
        Registration Amount"
        means
        the sum of (i) the number of Common Shares and Make-Good Shares issued, and
        (ii)
        150% of the number of Warrant Shares issued and issuable pursuant to the
        Warrants as of the trading day immediately preceding the applicable date
        of
        determination, all subject to adjustment as provided in Section
        2(e).

       

      
        
          
          

        

        
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      o. "Rule
        415"
        means
        Rule 415 under the 1933 Act or any successor rule providing for offering
        securities on a continuous or delayed basis.

       

      p. "SEC"
        means
        the United States Securities and Exchange Commission.

       

      All
        terms
        that are defined hereinabove shall refer to their respective meanings in
        the
        Previous Registration Rights Agreement

       

      2. Registration.

       

      Mandatory
        Registration; Additional Registrations; Piggy-back Registration
        Rights.
        The
        Company and Buyer have previously entered into the Previous Registration
        Rights
        Agreement. In accordance with the Previous Registration Rights Agreement,
        the
        Company, as soon as practicable, is required to file with the SEC, the
        Registration Statement on Form SB-2 covering the resale of all of the
        Registrable Securities. In the event that Form SB-2 is unavailable for such
        a
        registration, the Company shall use such other form as is available for such
        a
        registration on another appropriate form reasonably acceptable to the Required
        Holders, subject to the provisions of Section 2(e). The Registration Statement
        prepared pursuant hereto shall register for resale at least the number of
        shares
        of Common Stock equal to the Required Registration Amount determined as of
        date
        the Registration Statement is initially filed with the SEC. The Company shall
        use its best efforts to have the Registration Statement declared effective
        by
        the SEC as soon as practicable, but in no event later than the Effectiveness
        Deadline. By 9:30 am on the Business Day following the Effective
        Date,
        the
        Company shall file with the SEC in accordance with Rule 424 under the 1933
        Act,
        the final prospectus to be used in connection with sales pursuant to such
        Registration Statement. The
        Company and Buyer hereby acknowledge that in accordance with Rule 415 of
        the
        1933 Securities Act (“Rule 415”), the Company may not be allowed to register all
        of the Registrable Securities in the Registration Statement. If this occurs,
        the
        Company, upon Buyer’s request, shall be required to file additional Registration
        Statements to include any of the Registrable Securities that were not registered
        in the Registration Statement, provided that such Registrable Securities
        can be
        registered at such time to comply with Rule 415. In addition, if any of the
        Registrable Securities have not been registered in the Registration Statement
        or
        additional Registration Statements and the Company is undertaking a Registration
        Statement on Form SB-2 (or a similar form), the Buyer shall be provided with
        notice of the filing of a Registration Statement ten (10) days prior to such
        filing and given the opportunity to request the inclusion of any Registrable
        Securities that have not previously been registered in a Registration Statement,
        provided that such Registrable Securities can be registered at such time
        to
        comply with Rule 415.

       

      a. Allocation
        of Registrable Securities.
        The
        initial number of Registrable Securities included in any Registration Statement
        and any increase in the number of Registrable Securities included therein
        shall
        be allocated to the Buyer. In the event that the Buyer sells or otherwise
        transfers any of the Registrable Securities, each transferee shall be allocated
        a pro rata portion of the then remaining number of Registrable Securities
        included in such Registration Statement for such transferor. In no event
        shall
        the Company include any securities other than Registrable Securities on any
        Registration Statement without the prior written consent of the Required
        Holders
        on the Closing Date.

       

      
        
          
          

        

        
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      b. Legal
        Counsel.
        Subject
        to Section 5 hereof, the Required Holders shall have the right to select
        one
        legal counsel to review and oversee any registration pursuant to this Section
        2
        ("Legal
        Counsel"),
        as
        designated by the Required Holders. The Company and Legal Counsel shall
        reasonably cooperate with each other in performing the Company's obligations
        under this Agreement.

       

      c. Ineligibility
        for Form S-3.
        In the
        event that Form S-3 is not available for the registration of the resale of
        Registrable Securities hereunder, the Company shall (i) register the resale
        of
        the Registrable Securities on another appropriate form reasonably acceptable
        to
        the Required Holders and (ii) undertake to register the Registrable Securities
        on Form S-3 as soon as such form is available, provided that the Company
        shall
        maintain the effectiveness of the Registration Statement then in effect until
        such time as a Registration Statement on Form S-3 covering the Registrable
        Securities has been declared effective by the SEC.

       

      d. Sufficient
        Number of Shares Registered.
        In the
        event the number of shares available under a Registration Statement filed
        pursuant to Section 2(a) is insufficient to cover all of the Registrable
        Securities required to be covered by such Registration Statement or any Buyer's
        allocated portion of the Registrable Securities pursuant to Section 2(b),
        the
        Company shall amend the applicable Registration Statement, or file a new
        Registration Statement (on the short form available therefor, if applicable),
        or
        both, so as to cover at least the Required Registration Amount as of the
        trading
        day immediately preceding the date of the filing of such amendment or new
        Registration Statement, in each case, as soon as practicable, but in any
        event
        not later than fifteen (15) days after the necessity therefor arises. The
        Company shall use its best efforts to cause such amendment and/or new
        Registration Statement to become effective as soon as practicable following
        the
        filing thereof. For purposes of the foregoing provision, the number of shares
        available under a Registration Statement shall be deemed "insufficient to
        cover
        all of the Registrable Securities" if at any time the number of shares of
        Common
        Stock available for resale under the Registration Statement is less than
        the
        product determined by multiplying (i) the Required Registration Amount as
        of
        such time by (ii) 0.90. The calculation set forth in the foregoing sentence
        shall be made without regard to any limitations on the exercise of the Warrants
        and such calculation shall assume that the Warrants are then exercisable
        for
        shares of Common Stock at the then prevailing Exercise Price (as defined
        in the
        Warrants).

       

      e. Effect
        of Failure to File and Obtain and Maintain Effectiveness of Registration
        Statement.
        If (i)
        a Registration Statement covering all of the Registrable Securities required
        to
        be covered thereby and required to be filed by the Company pursuant to this
        Agreement is not declared effective by the SEC on or before the respective
        Effectiveness Deadline (an "Effectiveness
        Failure")
        or
        (ii) on any day after the Effective Date sales of all of the Registrable
        Securities required to be included on such Registration Statement cannot
        be made
        (other than during an Allowable Grace Period (as defined in Section 3(r))
        pursuant to such Registration Statement or otherwise (including, without
        limitation, because of a failure to keep such Registration Statement effective,
        to disclose such information as is necessary for sales to be made pursuant
        to
        such Registration Statement, to register a sufficient number of shares of
        Common
        Stock or to maintain the listing of the shares of Common Stock) (a "Maintenance
        Failure")
        then,
        as partial relief for the damages to any holder by reason of any such delay
        in
        or reduction of its ability to sell the underlying shares of Common Stock
        (which
        remedy shall not be exclusive of any other remedies available at law or in
        equity), the Company shall pay to each holder of Registrable Securities relating
        to such Registration Statement an amount in cash equal to one percent (1.0%)
        of
        the aggregate Purchase Price (as such term is defined in the Investment
        Agreement) of such Buyer's Registrable Securities included in such Registration
        Statement on each of the following dates: (i) the day of a Filing Failure
        and on
        every thirtieth day (pro rated for periods totaling less than thirty days)
        thereafter until such Filing Failure is cured and (ii) the day of an
        Effectiveness Failure and on every thirtieth day (pro rated for periods totaling
        less than thirty days) thereafter until such Effectiveness Failure is cured
        and
        (iii) the initial day of a Maintenance Failure and on every thirtieth day
        (pro
        rated for periods totaling less than thirty days) thereafter until such
        Maintenance Failure is cured. The payments to which a holder shall be entitled
        pursuant to this Section 2(g) are referred to herein as "Registration
        Delay Payments."
        Registration Delay Payments shall be paid on the day of the Filing Failure,
        Effectiveness Failure or the initial day of Maintenance Failure, as applicable,
        and thereafter on the earlier of (I) the thirtieth day after the event or
        failure giving rise to the Registration Delay Payments are incurred and (II)
        the
        third Business Day after the event or failure giving rise to the Registration
        Delay Payments is cured. In the event the Company fails to make Registration
        Delay Payments in a timely manner, such Registration Delay Payments shall
        bear
        interest at the rate of one and one-half percent (1.5%) per month (prorated
        for
        partial months) until paid in full. Notwithstanding anything herein or in
        the
        Investment Agreement to the contrary in no event shall the aggregate amount
        of
        Registration Delay Payments (other than Registration Delay Payments payable
        pursuant to events that are within the control of the Company) exceed, in
        the
        aggregate, ten percent (10%) of the aggregate Purchase Price.

       

      
        
          
          

        

        
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      3. Related
        Obligations.

       

      At
        such
        time as the Company is obligated to file a Registration Statement with the
        SEC
        pursuant to Section 2(a), 2(d) or 2(e), the Company will use its best efforts
        to
        effect the registration of the Registrable Securities in accordance with
        the
        intended method of disposition thereof and, pursuant thereto, the Company
        shall
        have the following obligations:

       

      a. The
        Company shall submit to the SEC, within two (2) Business Days after the Company
        learns that no review of a particular Registration Statement will be made
        by the
        staff of the SEC or that the staff has no further comments on a particular
        Registration Statement, as the case may be, a request for acceleration of
        effectiveness of such Registration Statement to a time and date not later
        than
        48 hours after the submission of such request. The Company shall keep each
        Registration Statement effective pursuant to Rule 415 at all times until
        the
        earlier of (i) the date as of which the Buyer may sell all of the Registrable
        Securities covered by such Registration Statement without restriction pursuant
        to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act
        and is
        not otherwise prohibited by the SEC or any statute, rule, regulation or other
        applicable law from selling any such Registrable Securities pursuant to such
        Rule or (ii) the date on which the Buyer shall have sold all of the Registrable
        Securities covered by such Registration Statement (the "Registration
        Period").
        The
        Company shall ensure that each Registration Statement (including any amendments
        or supplements thereto and prospectuses contained therein) shall 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 case
        of
        prospectuses, in the light of the circumstances in which they were made)
        not
        misleading.

       

      
        
          
          

        

        
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      b. The
        Company shall prepare and file with the SEC such amendments (including
        post-effective amendments) and supplements to a Registration Statement and
        the
        prospectus used in connection with such Registration Statement, which prospectus
        is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
        be
        necessary to keep such Registration Statement effective at all times during
        the
        Registration Period, and, during such period, comply with the provisions
        of the
        1933 Act with respect to the disposition of all Registrable Securities of
        the
        Company covered by such Registration Statement until such time as all of
        such
        Registrable Securities shall have been disposed of in accordance with the
        intended methods of disposition by the seller or sellers thereof as set forth
        in
        such Registration Statement. In the case of amendments and supplements to
        a
        Registration Statement which are required to be filed pursuant to this Agreement
        (including pursuant to this Section 3(b)) by reason of the Company filing
        a
        report on Form 10-QSB, Form 10-KSB or any analogous report under the Securities
        Exchange Act of 1934, as amended (the "1934
        Act"),
        the
        Company shall have incorporated such report by reference into such Registration
        Statement, if applicable, or shall file such amendments or supplements with
        the
        SEC on the same day on which the 1934 Act report is filed which created the
        requirement for the Company to amend or supplement such Registration
        Statement.

       

      c. The
        Company shall (A) permit Legal Counsel to review and comment upon (i) a
        Registration Statement at least five (5) Business Days prior to its filing
        with
        the SEC and (ii) all amendments and supplements to all Registration Statements
        (except for Annual Reports on Form 10-KSB, and Reports on Form 10-QSB and
        any
        similar or successor reports) within a reasonable number of days prior to
        their
        filing with the SEC, and (B) not file any Registration Statement or amendment
        or
        supplement thereto in a form to which Legal Counsel reasonably objects. The
        Company shall not submit a request for acceleration of the effectiveness
        of a
        Registration Statement or any amendment or supplement thereto without the
        prior
        approval of Legal Counsel, which consent shall not be unreasonably withheld.
        The
        Company shall furnish to Legal Counsel, without charge, (i) copies of any
        correspondence from the SEC or the staff of the SEC to the Company or its
        representatives relating to any Registration Statement, (ii) promptly after
        the
        same is prepared and filed with the SEC, one copy of any Registration Statement
        and any amendment(s) thereto, including financial statements and schedules,
        all
        documents incorporated therein by reference, if requested by the Buyer, and
        all
        exhibits and (iii) upon the effectiveness of any Registration Statement,
        one
        copy of the prospectus included in such Registration Statement and all
        amendments and supplements thereto. The Company shall reasonably cooperate
        with
        Legal Counsel in performing the Company's obligations pursuant to this Section
        3.

       

      d. The
        Company shall furnish to the Buyer, without charge, (i) promptly after the
        same
        is prepared and filed with the SEC, at least one copy of such Registration
        Statement and any amendment(s) thereto, including financial statements and
        schedules, all documents incorporated therein by reference, if requested
        by the
        Buyer, all exhibits and each preliminary prospectus, (ii) upon the effectiveness
        of any Registration Statement, ten (10) copies of the prospectus included
        in
        such Registration Statement and all amendments and supplements thereto (or
        such
        other number of copies as the Buyer may reasonably request) and (iii) such
        other
        documents, including copies of any preliminary or final prospectus, as the
        Buyer
        may reasonably request from time to time in order to facilitate the disposition
        of the Registrable Securities owned by the Buyer.

       

      
        
          
          

        

        
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      e. The
        Company shall use its best efforts to (i) register and qualify, unless an
        exemption from registration and qualification applies, the resale by Buyer
        of
        the Registrable Securities covered by a Registration Statement under such
        other
        securities or "blue sky" laws of all applicable jurisdictions in the United
        States, (ii) prepare and file in those jurisdictions, such amendments (including
        post-effective amendments) and supplements to such registrations and
        qualifications as may be necessary to maintain the effectiveness thereof
        during
        the Registration Period, (iii) take such other actions as may be necessary
        to
        maintain such registrations and qualifications in effect at all times during
        the
        Registration Period, and (iv) take all other actions reasonably necessary
        or
        advisable to qualify the Registrable Securities for sale in such jurisdictions;
        provided, however, that the Company shall not be required in connection
        therewith or as a condition thereto to (x) qualify to do business in any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
        or (z) file a general consent to service of process in any such jurisdiction.
        The Company shall promptly notify Legal Counsel and Buyer of the receipt
        by the
        Company of any notification with respect to the suspension of the registration
        or qualification of any of the Registrable Securities for sale under the
        securities or "blue sky" laws of any jurisdiction in the United States or
        its
        receipt of actual notice of the initiation or threatening of any proceeding
        for
        such purpose.

       

      f. The
        Company shall notify Legal Counsel and Buyer in writing of the happening
        of any
        event, as promptly as practicable after becoming aware of such event, as
        a
        result of which the prospectus included in a Registration Statement, as then
        in
        effect, includes an untrue statement of a material fact or omission 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 (provided that in no event shall such notice contain any material,
        nonpublic information), and, subject to Section 3(r), promptly prepare a
        supplement or amendment to such Registration Statement to correct such untrue
        statement or omission, and deliver ten (10) copies of such supplement or
        amendment to Legal Counsel and Buyer (or such other number of copies as Legal
        Counsel or Buyer may reasonably request). The Company shall also promptly
        notify
        Legal Counsel and Buyer in writing (i) when a prospectus or any prospectus
        supplement or post-effective amendment has been filed, and when a Registration
        Statement or any post-effective amendment has become effective (notification
        of
        such effectiveness shall be delivered to Legal Counsel and Buyer by facsimile
        on
        the same day of such effectiveness and by overnight mail), (ii) of any request
        by the SEC for amendments or supplements to a Registration Statement or related
        prospectus or related information, and (iii) of the Company's reasonable
        determination that a post-effective amendment to a Registration Statement
        would
        be appropriate.

       

      g. The
        Company shall use its best efforts to prevent the issuance of any stop order
        or
        other suspension of effectiveness of a Registration Statement, or the suspension
        of the qualification of any of the Registrable Securities for sale in any
        jurisdiction and, if such an order or suspension is issued, to obtain the
        withdrawal of such order or suspension at the earliest possible moment and
        to
        notify Legal Counsel and Buyer of the issuance of such order and the resolution
        thereof or its receipt of actual notice of the initiation or threat of any
        proceeding for such purpose.

       

      
        
          
          

        

        
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      h. If
        the
        Buyer is required under applicable securities laws to be described in the
        Registration Statement as an underwriter, at the reasonable request of the
        Buyer, the Company shall furnish to Buyer, on the date of the effectiveness
        of
        the Registration Statement and thereafter from time to time on such dates
        as the
        Buyer may reasonably request (i) a letter, dated such date, from the Company's
        independent certified public accountants in form and substance as is customarily
        given by independent certified public accountants to underwriters in an
        underwritten public offering, addressed to the Buyer, and (ii) an opinion,
        dated
        as of such date, of counsel representing the Company for purposes of such
        Registration Statement, in form, scope and substance as is customarily given
        in
        an underwritten public offering, addressed to the Buyer.

       

      i. If
        the
        Buyer is required under applicable securities laws to be described in the
        Registration Statement as an underwriter, then at the request of the Buyer
        in
        connection with such Buyer’s due diligence requirements, the Company shall make
        available for inspection by (i) the Buyer, (ii) Legal Counsel and (iii) one
        firm
        of accountants or other agents retained by the Buyer (collectively, the
        "Inspectors"),
        all
        pertinent financial and other records, and pertinent corporate documents
        and
        properties of the Company (collectively, the "Records"),
        as
        shall be reasonably deemed necessary by each Inspector, and cause the Company's
        officers, directors and employees to supply all information which any Inspector
        may reasonably request; provided, however, that each Inspector shall agree
        to
        hold in strict confidence and shall not make any disclosure (except to the
        Buyer) or use of any Record or other information which the Company determines
        in
        good faith to be confidential, and of which determination the Inspectors
        are so
        notified, unless (a) the disclosure of such Records is necessary to avoid
        or
        correct a misstatement or omission in any Registration Statement or is otherwise
        required under the 1933 Act, (b) the release of such Records is ordered pursuant
        to a final, non-appealable subpoena or order from a court or government body
        of
        competent jurisdiction, or (c) the information in such Records has been made
        generally available to the public other than by disclosure in violation of
        this
        or any other agreement of which the Inspector has knowledge. The Buyer agrees
        that it shall, upon learning that disclosure of such Records is sought in
        or by
        a court or governmental body of competent jurisdiction or through other means,
        give prompt notice to the Company and allow the Company, at its expense,
        to
        undertake appropriate action to prevent disclosure of, or to obtain a protective
        order for, the Records deemed confidential. Nothing herein (or in any other
        confidentiality agreement between the Company and the Buyer) shall be deemed
        to
        limit the Buyer’s ability to sell Registrable Securities in a manner which is
        otherwise consistent with applicable laws and regulations.

       

      j. The
        Company shall hold in confidence and not make any disclosure of information
        concerning the Buyer provided to the Company unless (i) disclosure of such
        information is necessary to comply with federal or state securities laws,
        (ii)
        the disclosure of such information is necessary to avoid or correct a
        misstatement or omission in any Registration Statement, (iii) the release of
        such information is ordered pursuant to a subpoena or other final,
        non-appealable order from a court or governmental body of competent
        jurisdiction, or (iv) such information has been made generally available
        to the
        public other than by disclosure in violation of this Agreement or any other
        agreement. The Company agrees that it shall, upon learning that disclosure
        of
        such information concerning the Buyer is sought in or by a court or governmental
        body of competent jurisdiction or through other means, give prompt written
        notice to the Buyer and allow such Buyer, at the Buyer's expense, to undertake
        appropriate action to prevent disclosure of, or to obtain a protective order
        for, such information.

       

      
        
          
          

        

        
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      k. The
        Company shall use its best efforts either to (i) cause all of the Registrable
        Securities covered by a Registration Statement to be listed on each securities
        exchange on which securities of the same class or series issued by the Company
        are then listed, if any, if the listing of such Registrable Securities is
        then
        permitted under the rules of such exchange, or (ii) secure designation and
        quotation of all of the Registrable Securities covered by a Registration
        Statement on The NASDAQ Global Market or (iii) if, despite the Company's
        best
        efforts to satisfy, the preceding clauses (i) and (ii) the Company is
        unsuccessful in satisfying the preceding clauses (i) and (ii), to secure
        the
        inclusion for quotation on The NASDAQ Global Market or the American Stock
        Exchange for such Registrable Securities and, without limiting the generality
        of
        the foregoing, to use its best efforts to arrange for at least two market
        makers
        to register with the National Association of Securities Dealers, Inc.
        ("NASD")
        as
        such with respect to such Registrable Securities. The Company shall pay all
        fees
        and expenses in connection with satisfying its obligation under this Section
        3(k).

       

      l. The
        Company shall cooperate with the Buyer and, to the extent applicable, facilitate
        the timely preparation and delivery of certificates (not bearing any restrictive
        legend) representing the Registrable Securities to be offered pursuant to
        a
        Registration Statement and enable such certificates to be in such denominations
        or amounts, as the case may be, as the Buyers may reasonably request and
        registered in such names as the Buyers may request.

       

      m. If
        requested by the Buyer, the Company shall (i) as soon as practicable incorporate
        in a prospectus supplement or post-effective amendment such information as
        the
        Buyer reasonably requests to be included therein relating to the sale and
        distribution of Registrable Securities, including, without limitation,
        information with respect to the number of Registrable Securities being offered
        or sold, the purchase price being paid therefor and any other terms of the
        offering of the Registrable Securities to be sold in such offering; (ii)
        as soon
        as practicable make all required filings of such prospectus supplement or
        post-effective amendment after being notified of the matters to be incorporated
        in such prospectus supplement or post-effective amendment; and (iii) as soon
        as
        practicable, supplement or make amendments to any Registration Statement
        if
        reasonably requested by an Buyer holding any Registrable
        Securities.

       

      n. The
        Company shall use its best efforts to cause the Registrable Securities covered
        by a Registration Statement to be registered with or approved by such other
        governmental agencies or authorities as may be necessary to consummate the
        disposition of such Registrable Securities.

       

      o. The
        Company shall make generally available to its security holders as soon as
        practical, but not later than ninety (90) days after the close of the period
        covered thereby, an earnings statement (in form complying with, and in the
        manner provided by, the provisions of Rule 158 under the 1933 Act) covering
        a
        twelve-month period beginning not later than the first day of the Company's
        fiscal quarter next following the effective date of a Registration
        Statement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      p. The
        Company shall otherwise use its best efforts to comply with all applicable
        rules
        and regulations of the SEC in connection with any registration
        hereunder.

       

      q. Within
        two (2) Business Days after a Registration Statement which covers Registrable
        Securities is ordered effective by the SEC, the Company shall deliver, and
        shall
        cause legal counsel for the Company to deliver, to the transfer agent for
        such
        Registrable Securities (with copies to the Buyers whose Registrable Securities
        are included in such Registration Statement) confirmation that such Registration
        Statement has been declared effective by the SEC in the form attached hereto
        as
Exhibit
        A.

       

      r. Notwithstanding
        anything to the contrary herein, at any time after the Effective Date, the
        Company may delay the disclosure of material, non-public information concerning
        the Company the disclosure of which at the time is not, in the good faith
        opinion of the Board of Directors of the Company and its counsel, in the
        best
        interest of the Company and, in the opinion of counsel to the Company, otherwise
        required (a "Grace
        Period");
        provided, that the Company shall promptly (i) notify the Buyer in writing
        of the
        existence of material, non-public information giving rise to a Grace Period
        (provided that in each notice the Company will not disclose the content of
        such
        material, non-public information to the Buyer) and the date on which the
        Grace
        Period will begin, and (ii) notify the Buyer in writing of the date on which
        the
        Grace Period ends; and, provided further, that no Grace Period shall exceed
        five
        (5) consecutive days and during any three hundred sixty five (365) day period
        such Grace Periods shall not exceed an aggregate of twenty (20) days and
        the
        first day of any Grace Period must be at least five (5) trading days after
        the
        last day of any prior Grace Period (each, an "Allowable
        Grace Period").
        For
        purposes of determining the length of a Grace Period above, the Grace Period
        shall begin on and include the date the Buyer receive the notice referred
        to in
        clause (i) and shall end on and include the later of the date the Buyer receive
        the notice referred to in clause (ii) and the date referred to in such notice.
        The provisions of Section 3(g) hereof shall not be applicable during the
        period
        of any Allowable Grace Period. Upon expiration of the Grace Period, the Company
        shall again be bound by the first sentence of Section 3(f) with respect to
        the
        information giving rise thereto unless such material, non-public information
        is
        no longer applicable. Notwithstanding anything to the contrary, the Company
        shall cause its transfer agent to deliver unlegended shares of Common Stock
        to a
        transferee of the Buyer in accordance with the terms of the Investment Agreement
        in connection with any sale of Registrable Securities with respect to which
        the
        Buyer has entered into a contract for sale, and delivered a copy of the
        prospectus included as part of the applicable Registration Statement (unless
        an
        exemption from such prospectus delivery requirements exists), prior to the
        Buyer's receipt of the notice of a Grace Period and for which the Buyer has
        not
        yet settled. 

       

      4. Obligations
        of the Buyer.

       

      a. At
        least
        five (5) Business Days prior to the first anticipated filing date of a
        Registration Statement, the Company shall notify the Buyer in writing of
        the
        information the Company requires from such Buyer if such Buyer elects to
        have
        any of such Buyer's Registrable Securities included in such Registration
        Statement. It shall be a condition precedent to the obligations of the Company
        to complete the registration pursuant to this Agreement with respect to the
        Registrable Securities of the Buyer that such Buyer shall furnish to the
        Company
        such information regarding itself, the Registrable Securities held by it
        and the
        intended method of disposition of the Registrable Securities held by it as
        shall
        be reasonably required to effect the effectiveness of the registration of
        such
        Registrable Securities and shall execute such documents in connection with
        such
        registration as the Company may reasonably request. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      b. The
        Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to
        cooperate with the Company as reasonably requested by the Company in connection
        with the preparation and filing of any Registration Statement hereunder,
        unless
        such Buyer has notified the Company in writing of such Buyer's election to
        exclude all of such Buyer's Registrable Securities from such Registration
        Statement.

       

      c. The
        Buyer
        agrees that, upon receipt of any notice from the Company of the happening
        of any
        event of the kind described in Section 3(g) or the first sentence of 3(f),
        such
        Buyer will immediately discontinue disposition of Registrable Securities
        pursuant to any Registration Statement(s) covering such Registrable Securities
        until such Buyer's receipt of the copies of the supplemented or amended
        prospectus contemplated by Section 3(g) or the first sentence of 3(f) or
        receipt
        of notice that no supplement or amendment is required. Notwithstanding anything
        to the contrary, the Company shall cause its transfer agent to deliver
        unlegended shares of Common Stock to a transferee of the Buyer in accordance
        with the terms of the Investment Agreement in connection with any sale of
        Registrable Securities with respect to which the Buyer has entered into a
        contract for sale prior to the Buyer's receipt of a notice from the Company
        of
        the happening of any event of the kind described in Section 3(g) or the first
        sentence of 3(f) and for which the Buyer has not yet settled.

       

      d. The
        Buyer
        covenants and agrees that it will comply with the prospectus delivery
        requirements of the 1933 Act as applicable to it or an exemption therefrom
        in
        connection with sales of Registrable
        Securities pursuant to the Registration Statement.

       

      5. Expenses
        of Registration.

       

      All
        reasonable expenses, other than underwriting discounts and commissions, incurred
        in connection with registrations, filings or qualifications pursuant to Sections
        2 and 3, including, without limitation, all registration, listing and
        qualifications fees, printers and accounting fees, and fees and disbursements
        of
        counsel for the Company and the Buyers shall be paid by the Company.


       

      6. Indemnification.

       

      In
        the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:

       

      a. To
        the
        fullest extent permitted by law, the Company will, and hereby does, indemnify,
        hold harmless and defend each Buyer, the directors, officers, managers, members,
        partners, employees, agents, representatives of, and each Person, if any,
        who
        controls the Buyer within the meaning of the 1933 Act or the 1934 Act (each,
        an
        "Indemnified
        Person"),
        against any losses, claims, damages, liabilities, judgments, fines, penalties,
        charges, costs, reasonable attorneys' fees, amounts paid in settlement or
        expenses, joint or several, (collectively, "Claims")
        incurred in investigating, preparing or defending any action, claim, suit,
        inquiry, proceeding, investigation or appeal taken from the foregoing by
        or
        before any court or governmental, administrative or other regulatory agency,
        body or the SEC, whether pending or threatened, whether or not an indemnified
        party is or may be a party thereto ("Indemnified
        Damages"),
        to
        which any of them may become subject insofar as such Claims (or actions or
        proceedings, whether commenced or threatened, in respect thereof) arise out
        of
        or are based upon: (i) any untrue statement or alleged untrue statement of
        a
        material fact in a Registration Statement or any post-effective amendment
        thereto or in any filing made in connection with the qualification of the
        offering under the securities or other "blue sky" laws of any jurisdiction
        in
        which Registrable Securities are offered ("Blue
        Sky Filing"),
        or
        the omission or alleged omission to state a material fact required to be
        stated
        therein or necessary to make the statements therein not misleading, (ii)
        any
        untrue statement or alleged untrue statement of a material fact contained
        in any
        preliminary prospectus if used prior to the effective date of such Registration
        Statement, or contained in the final prospectus (as amended or supplemented,
        if
        the Company files any amendment thereof or supplement thereto with the SEC)
        or
        the omission or alleged omission to state therein any material fact necessary
        to
        make the statements made therein, in the light of the circumstances under
        which
        the statements therein were made, not misleading, (iii) any violation or
        alleged
        violation by the Company of the 1933 Act, the 1934 Act, any other law,
        including, without limitation, any state securities law, or any rule or
        regulation thereunder relating to the offer or sale of the Registrable
        Securities pursuant to a Registration Statement or (iv) any violation of
        this
        Agreement (the matters in the foregoing clauses (i) through (iv) being,
        collectively, "Violations").
        Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
        promptly as such expenses are incurred and are due and payable, for any legal
        fees or other reasonable expenses incurred by them in connection with
        investigating or defending any such Claim. Notwithstanding anything to the
        contrary contained herein, the indemnification agreement contained in this
        Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
        out of or based upon a Violation which occurs in reliance upon and in conformity
        with information furnished in writing to the Company by such Indemnified
        Person
        for such Indemnified Person expressly for use in connection with the preparation
        of the Registration Statement or any such amendment thereof or supplement
        thereto, if such prospectus was timely made available by the Company pursuant
        to
        Section 3(d) and (ii) shall not be available to the extent such Claim is
        based
        on a failure of the Buyer to deliver or to cause to be delivered the prospectus
        made available by the Company, including a corrected prospectus, if such
        prospectus or corrected prospectus was timely made available by the Company
        pursuant to Section 3(d); and (iv) shall not apply to amounts paid in settlement
        of any Claim if such settlement is effected without the prior written consent
        of
        the Company, which consent shall not be unreasonably withheld or delayed.
        Such
        indemnity shall remain in full force and effect regardless of any investigation
        made by or on behalf of the Indemnified Person and shall survive the transfer
        of
        the Registrable Securities by the Buyers pursuant to Section 9.

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

       

      b. In
        connection with any Registration Statement in which the Buyer is participating,
        such Buyer agrees to severally and not jointly indemnify, hold harmless and
        defend, to the same extent and in the same manner as is set forth in Section
        6(a), the Company, each of its directors, each of its officers who signs
        the
        Registration Statement and each Person, if any, who controls the Company
        within
        the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified
        Party"),
        against any Claim or Indemnified Damages to which any of them may become
        subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
        or
        Indemnified Damages arise out of or are based upon any Violation, in each
        case
        to the extent, and only to the extent, that such Violation occurs in reliance
        upon and in conformity with written information furnished to the Company
        by such
        Buyer expressly for use in connection with such Registration Statement; and,
        subject to Section 6(c), such Buyer will reimburse any legal or other expenses
        reasonably incurred by an Indemnified Party in connection with investigating
        or
        defending any such Claim; provided, however, that the indemnity agreement
        contained in this Section 6(b) and the agreement with respect to contribution
        contained in Section 7 shall not apply to amounts paid in settlement of any
        Claim if such settlement is effected without the prior written consent of
        such
        Buyer, which consent shall not be unreasonably withheld or delayed; provided,
        further, however, that the Buyer shall be liable under this Section 6(b)
        for
        only that amount of a Claim or Indemnified Damages as does not exceed the
        net
        proceeds to such Buyer as a result of the sale of Registrable Securities
        pursuant to such Registration Statement. Such indemnity shall remain in full
        force and effect regardless of any investigation made by or on behalf of
        such
        Indemnified Party and shall survive the transfer of the Registrable Securities
        by the Buyers pursuant to Section 9.

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      c. Promptly
        after receipt by an Indemnified Person or Indemnified Party under this Section
        6
        of notice of the commencement of any action or proceeding (including any
        governmental action or proceeding) involving a Claim, such Indemnified Person
        or
        Indemnified Party shall, if a Claim in respect thereof is to be made against
        any
        indemnifying party under this Section 6, deliver to the indemnifying party
        a
        written notice of the commencement thereof, and the indemnifying party shall
        have the right to participate in, and, to the extent the indemnifying party so
        desires, jointly with any other indemnifying party similarly noticed, to
        assume
        control of the defense thereof with counsel mutually satisfactory to the
        indemnifying party and the Indemnified Person or the Indemnified Party, as
        the
        case may be; provided, however, that an Indemnified Person or Indemnified
        Party
        shall have the right to retain its own counsel with the fees and expenses
        of not
        more than one counsel for such Indemnified Person or Indemnified Party to
        be
        paid by the indemnifying party, if, in the reasonable opinion of counsel
        retained by the indemnifying party, the representation by such counsel of
        the
        Indemnified Person or Indemnified Party and the indemnifying party would
        be
        inappropriate due to actual or potential differing interests between such
        Indemnified Person or Indemnified Party and any other party represented by
        such
        counsel in such proceeding. In the case of an Indemnified Person, legal counsel
        referred to in the immediately preceding sentence shall be selected by the
        Buyer. The Indemnified Party or Indemnified Person shall cooperate fully
        with
        the indemnifying party in connection with any negotiation or defense of any
        such
        action or Claim by the indemnifying party and shall furnish to the indemnifying
        party all information reasonably available to the Indemnified Party or
        Indemnified Person which relates to such action or Claim. The indemnifying
        party
        shall keep the Indemnified Party or Indemnified Person reasonably apprised
        at
        all times as to the status of the defense or any settlement negotiations
        with
        respect thereto. No indemnifying party shall be liable for any settlement
        of any
        action, claim or proceeding effected without its prior written consent,
        provided, however, that the indemnifying party shall not unreasonably withhold,
        delay or condition its consent. No indemnifying party shall, without the
        prior
        written consent of the Indemnified Party or Indemnified Person, consent to
        entry
        of any judgment or enter into any settlement or other compromise which does
        not
        include as an unconditional term thereof the giving by the claimant or plaintiff
        to such Indemnified Party or Indemnified Person of a release from all liability
        in respect to such Claim or litigation, and such settlement shall not include
        any admission as to fault on the part of the Indemnified Party. Following
        indemnification as provided for hereunder, the indemnifying party shall be
        subrogated to all rights of the Indemnified Party or Indemnified Person with
        respect to all third parties, firms or corporations relating to the matter
        for
        which indemnification has been made. The failure to deliver written notice
        to
        the indemnifying party within a reasonable time of the commencement of any
        such
        action shall not relieve such indemnifying party of any liability to the
        Indemnified Person or Indemnified Party under this Section 6, except to the
        extent that the indemnifying party is prejudiced in its ability to defend
        such
        action.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      d. The
        indemnification required by this Section 6 shall be made by periodic payments
        of
        the amount thereof during the course of the investigation or defense, as
        and
        when bills are received or Indemnified Damages are incurred.

       

      e. The
        indemnity agreements contained herein shall be in addition to (i) any cause
        of
        action or similar right of the Indemnified Party or Indemnified Person against
        the indemnifying party or others, and (ii) any liabilities the indemnifying
        party may be subject to pursuant to the law.

       

      7. Contribution.

       

      To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party agrees to make the maximum contribution with
        respect
        to any amounts for which it would otherwise be liable under Section 6 to
        the
        fullest extent permitted by law; provided, however, that: (i) no Person involved
        in the sale of Registrable Securities which Person is guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
        connection with such sale shall be entitled to contribution from any Person
        involved in such sale of Registrable Securities who was not guilty of fraudulent
        misrepresentation; and (ii) contribution by any seller of Registrable Securities
        shall be limited in amount to the net amount of proceeds received by such
        seller
        from the sale of such Registrable Securities pursuant to such Registration
        Statement.

       

      8. Reports
        Under the 1934 Act.
        

       

      With
        a
        view to making available to the Buyer the benefits of Rule 144 promulgated
        under
        the 1933 Act or any other similar rule or regulation of the SEC that may
        at any
        time permit the Buyers to sell securities of the Company to the public without
        registration ("Rule
        144"),
        the
        Company agrees to:

       

      a. make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144;

       

      b. file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the 1933 Act and the 1934 Act so long as the Company remains
        subject to such requirements and the filing of such reports and other documents
        is required for the applicable provisions of Rule 144; and

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      c. furnish
        to the Buyer so long as such Buyer owns Registrable Securities, promptly
        upon
        request, (i) a written statement by the Company, if true, that it has complied
        with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,
        (ii)
        a copy of the most recent annual or quarterly report of the Company and such
        other reports and documents so filed by the Company, and (iii) such other
        information as may be reasonably requested to permit the Buyers to sell such
        securities pursuant to Rule 144 without registration.

       

      9. Assignment
        of Registration Rights.
        

       

      The
        rights under this Agreement shall be automatically assignable by the Buyer
        to
        any transferee of all or any portion of such Buyer's Registrable Securities
        if:
        (i) the Buyer agrees in writing with the transferee or assignee to assign
        such
        rights, and a copy of such agreement is furnished to the Company within a
        reasonable time after such assignment; (ii) the Company is, within a reasonable
        time after such transfer or assignment, furnished with written notice of
        (a) the
        name and address of such transferee or assignee, and (b) the securities with
        respect to which such registration rights are being transferred or assigned;
        (iii) immediately following such transfer or assignment the further disposition
        of such securities by the transferee or assignee is restricted under the
        1933
        Act and applicable state securities laws; (iv) at or before the time the
        Company
        receives the written notice contemplated by clause (ii) of this sentence
        the
        transferee or assignee agrees in writing with the Company to be bound by
        all of
        the provisions contained herein; and (v) such transfer shall have been made
        in
        accordance with the applicable requirements of the Investment
        Agreement.

       

      10. Amendment
        of Registration Rights.

       

      Provisions
        of this Agreement may be amended and the observance thereof may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with the written consent of the Company and the Required
        Holders. Any amendment or waiver effected in accordance with this Section
        10
        shall be binding upon the Buyer and the Company. No such amendment shall
        be
        effective to the extent that it applies to less than all of the holders of
        the
        Registrable Securities. No consideration shall be offered or paid to any
        Person
        to amend or consent to a waiver or modification of any provision of any of
        this
        Agreement unless the same consideration also is offered to all of the parties
        to
        this Agreement.

       

      11. Miscellaneous.

       

      a. A
        Person
        is deemed to be a holder of Registrable Securities whenever such Person owns
        or
        is deemed to own of record such Registrable Securities. If the Company receives
        conflicting instructions, notices or elections from two or more Persons with
        respect to the same Registrable Securities, the Company shall act upon the
        basis
        of instructions, notice or election received from the such record owner of
        such
        Registrable Securities.

       

      b. Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Agreement must be in writing and will be deemed
        to
        have been delivered: (i) upon receipt, when delivered personally; (ii) upon
        receipt, when sent by facsimile (provided confirmation of transmission is
        mechanically or electronically generated and kept on file by the sending
        party);
        or (iii) one Business Day after deposit with a nationally recognized overnight
        delivery service, in each case properly addressed to the party to receive
        the
        same. The addresses and facsimile numbers for such communications shall
        be:

      
         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

      

      If
        to
        Company (prior to consummation of the transactions contemplated by the Exchange
        Agreement): 

      


      23/F,
        Changjiang Plaza, 1 Mingquan Lu

      Wuhan
        430021, P.R. China

      Telephone: +1
        (86
        27) 8537-5532

      Facsimile: +1
        (86
        27) 8537-5851

      Attention:
         Yiqing
        Wan

      


      with
        a
        copy to:

      


      Anslow
        & Jaclin, LLP

      195
        Route
        9 South, Suite 204

      Manalapan,
        New Jersey 07726

      Telephone: 
        (732)
        409-1212 

      Facsimile: 
        (732)
        577-1188

      Attention:
         Richard
        I. Anslow, Esq.


      


      If
        to a
        Buyer, to its address and facsimile number set forth on the Schedule of Buyers
        attached hereto, with copies to such Buyer's representatives as set forth
        on the
        Schedule of Buyers, or to such other address and/or facsimile number and/or
        to
        the attention of such other Person as the recipient party has specified by
        written notice given to each other party five (5) days prior to the
        effectiveness of such change. Written confirmation of receipt (A) given by
        the
        recipient of such notice, consent, waiver or other communication, (B)
        mechanically or electronically generated by the sender's facsimile machine
        containing the time, date, recipient facsimile number and an image of the
        first
        page of such transmission or (C) provided by a courier or overnight courier
        service shall be rebuttable evidence of personal service, receipt by facsimile
        or receipt from a nationally recognized overnight delivery service in accordance
        with clause (i), (ii) or (iii) above, respectively.

       

      c. Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, shall not operate
        as a
        waiver thereof.

       

      d. All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by the internal laws of the State of
        New
        York, without giving effect to any choice of law or conflict of law provision
        or
        rule (whether of the State of New York or any other jurisdictions) that would
        cause the application of the laws of any jurisdictions other than the State
        of
        New York. Each party hereby irrevocably submits to the exclusive jurisdiction
        of
        the state and federal courts sitting in The City of New York, Borough of
        Manhattan, 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 suit, action or
        proceeding, any claim that it is not personally subject to the jurisdiction
        of
        any such court, that such suit, action or proceeding is brought in an
        inconvenient forum or that the venue of such suit, action or proceeding is
        improper. Each party hereby irrevocably waives personal service of process
        and
        consents to process being served in any such suit, action or proceeding by
        mailing a copy thereof to such party at the address for such 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.
        If any provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement in that jurisdiction
        or the
        validity or enforceability of any provision of this Agreement in any other
        jurisdiction. EACH
        PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
        REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
        CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
        CONTEMPLATED HEREBY.

      
         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

           

        

      

      e. This
        Agreement, the other Transaction Documents (as defined in the Investment
        Agreement) and the instruments referenced herein and therein constitute the
        entire agreement among the parties hereto with respect to the subject matter
        hereof and thereof. There are no restrictions, promises, warranties or
        undertakings, other than those set forth or referred to herein and therein.
        This
        Agreement, the other Transaction Documents and the instruments referenced
        herein
        and therein supersede all prior agreements and understandings among the parties
        hereto with respect to the subject matter hereof and thereof.

       

      f. Subject
        to the requirements of Section 9, this Agreement shall inure to the benefit
        of
        and be binding upon the permitted successors and assigns of each of the parties
        hereto.

       

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

       

      h. This
        Agreement may be executed in identical counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same agreement.
        This Agreement, once executed by a party, may be delivered to the other party
        hereto by facsimile transmission of a copy of this Agreement bearing the
        signature of the party so delivering this Agreement.

       

      i. Each
        party shall do and perform, or cause to be done and performed, all such further
        acts and things, and shall execute and deliver all such other agreements,
        certificates, instruments and documents, as any other party may reasonably
        request in order to carry out the intent and accomplish the purposes of this
        Agreement and the consummation of the transactions contemplated
        hereby.

       

      j. All
        consents and other determinations required to be made by the Buyer pursuant
        to
        this Agreement shall be made, unless otherwise specified in this Agreement,
        by
        the Required Holders.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

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

       

      l. This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns, and is not for the benefit of, nor may
        any
        provision hereof be enforced by, any other Person.

       

      m. (i)
        The
        Company hereby irrevocably appoints National Corporate Research, Ltd.,
        of 225
        West
        34th
        Street,
        Suite 910, New York, N.Y. 10112, U.S.A. ("NCR")
        as its
        agent for the receipt of service of process in the United States. The Company
        agrees that any document may be effectively served on it in connection with
        any
        action, suit or proceeding in the United States by service on its agents.
        The
        Buyer consents and agrees that the Company may, in its reasonable discretion,
        irrevocably appoint a substitute agent for the receipt of service of process
        located within the Untied States, and that upon such appointment, the
        appointment of NCR may be revoked.

       

      (ii)
        Any
        document shall be deemed to have been duly served if marked for the attention
        of
        the agent at its address as set forth in this Section 11(m) or such other
        address in the United States as may be notified to the party wishing to serve
        the document and (a) left at the specified address if its receipt is
        acknowledged in writing; or (b) sent to the specified address by post,
        registered mail return receipt requested. In the case of (a), the document
        will
        be deemed to have been duly served when it is left and signed for. In the
        case
        of (b), the document shall be deemed to have been duly served when received
        and
        acknowledged.

       

      (iii)
        If
        the Company's agent at any time ceases for any reason to act as such, the
        Company shall promptly appoint a replacement agent having an address for
        service
        in the United States and shall promptly notify each holder of Common Shares
        at
        such time of the name and address of the replacement agent. Failing such
        appointment and notification, the holders of a majority of the Common Shares
        (as
        defined in the Investment Agreement) at such time shall be entitled by notice
        to
        such the Company's to appoint a replacement agent to act on the Company's
        behalf. The provisions of this Section 11(n) applying to service on an agent
        apply equally to service on a replacement agent.

       

      n. Currency.
        As used
        herein, "Dollar", "US Dollar" and "$" each mean the lawful money of the United
        States.

       

      *
        * * * *
        *

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        Buyer and the Company have caused their respective signature page to this
        Registration Rights Agreement to be duly executed as of the date first written
        above.

      
        	 	 	 
	 	
                COMPANY:

              
	 	 
	 	
                BENDA
                  PHARMACEUTICAL, INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:  
                  Yiqing Wan

                Title:    Chief
                  Executive Officer

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        each
        Buyer and the Company have caused their respective signature page to this
        Registration Rights Agreement to be duly executed as of the date first written
        above.

      
        	 	 	 
	 	
                BUYER:

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:  
                  

                Title:  

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      


      FORM
        OF NOTICE OF EFFECTIVENESS

      OF
        REGISTRATION STATEMENT

       

      Computershare
        Trust Company, Inc.

      350
        Indiana Street, Suite 800

      Golden,
        Colorado 80401

      


      Attention:
        

      


      Re: Benda
        Pharmaceutical, Inc.

       

      Ladies
        and Gentlemen:

       

      [We
        are][I am] counsel to Benda Pharmaceutical, Inc., a Delaware corporation
        (the
        "Company"),
        and
        have represented the Company in connection with that certain Investment
        Agreement (the "Investment
        Agreement")
        entered into by and among the Company and the Buyer named therein (the
        "Holder")
        pursuant to which the Company issued to the Holder shares of the Company's
        common stock, par value $0.001 per share (the "Common
        Stock")
        and
        warrants exercisable for shares of Common Stock (the "Warrants").
        Pursuant to the Investment Agreement, the Company also has entered into a
        Registration Rights Agreement with the Holder (the "Registration
        Rights Agreement")
        pursuant to which the Company agreed, among other things, to register the
        Registrable Securities (as defined in the Registration Rights Agreement),
        including the shares of Common Stock issuable upon exercise of the Warrants,
        under the Securities Act of 1933, as amended (the "1933
        Act").
        In
        connection with the Company's obligations under the Registration Rights
        Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
        on Form SB-2 (File No. 333-_____________) (the "Registration
        Statement")
        with
        the Securities and Exchange Commission (the "SEC")
        relating to the Registrable Securities which names the Holder as a selling
        stockholder thereunder.

       

      In
        connection with the foregoing, [we][I] advise you that a member of the SEC's
        staff has advised [us][me] by telephone that the SEC has entered an order
        declaring the Registration Statement effective under the 1933 Act at
[ENTER
        TIME OF EFFECTIVENESS]
        on
[ENTER
        DATE OF EFFECTIVENESS]
        and
        [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's
        staff, that any stop order suspending its effectiveness has been issued or
        that
        any proceedings for that purpose are pending before, or threatened by, the
        SEC
        and the Registrable Securities are available for resale under the 1933 Act
        pursuant to the Registration Statement.

       

      This
        letter shall serve as our standing instruction to you that the shares of
        Common
        Stock are freely transferable by the Holder pursuant to the Registration
        Statement. You need not require further letters from us to effect any future
        legend-free issuance or reissuance of shares of Common Stock to the Holders
        as
        contemplated by the Company's Irrevocable Transfer Agent Instructions dated
        March __, 2007. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	
                Very
                  truly yours,

                 

                [ISSUER'S
                  COUNSEL]

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

              
	CC: [LIST
                NAMES OF HOLDERS]	
              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

      


      SELLING
        STOCKHOLDERS

       

      The
        shares of common stock being offered by the selling stockholders are those
        previously issued to the Selling Stockholders and those issuable to the Selling
        Stockholders upon exercise of the warrants. For additional information regarding
        the issuances of common stock and the warrants, see "Private Placement of
        Common
        Shares and Warrants" above. We are registering the shares of common stock
        in
        order to permit the selling stockholders to offer the shares for resale from
        time to time. Except for the ownership of the shares of common stock and
        the
        warrants, the selling stockholders have not had any material relationship
        with
        us within the past three years.

       

      The
        table
        below lists the selling stockholders and other information regarding the
        beneficial ownership of the shares of common stock by each of the selling
        stockholders. The second column lists the number of shares of common stock
        beneficially owned by each selling shareholder, based on its ownership of
        the
        shares of common stock and the warrants, as of April __, 2007, assuming exercise
        of the warrants held by the selling stockholders on that date, without regard
        to
        any limitations on exercise.

       

      The
        third
        column lists the shares of common stock being offered by this prospectus
        by the
        selling stockholders.

       

      In
        accordance with the terms of registration rights agreements with the holders
        of
        the shares of common stock and the warrants, this prospectus generally covers
        the resale of at least the sum of (i) the number of shares of common stock
        issued and (ii) 150% of the number of shares of common stock issued and issuable
        upon exercise of the related warrants, determined as if the outstanding warrants
        were exercised, as applicable, in full, as of the trading day immediately
        preceding the date this registration statement was initially filed with the
        SEC.
        The fourth column assumes the sale of all of the shares offered by the selling
        stockholders pursuant to this prospectus.

       

      Under
        the
        terms of the warrants, a selling stockholder may not exercise the warrants,
        to
        the extent such exercise would cause such selling stockholder, together with
        its
        affiliates, to beneficially own a number of shares of common stock which
        would
        exceed 4.99% of our then outstanding shares of common stock following such
        exercise, excluding for purposes of such determination shares of common stock
        issuable upon exercise of the warrants which have not been exercised. The
        number
        of shares in the second column does not reflect this limitation. The selling
        stockholders may sell all, some or none of their shares in this offering.
        See
        "Plan of Distribution."


      
        
          
          

        

        
          
          

          
            

          

        

         

      

       

      
        	
                Name
                  of Selling Stockholder

              	 	
                Number
                  of Shares of Common Stock Owned Prior to Offering

              	 	
                Maximum
                  Number of Shares of Common Stock to be Sold Pursuant to this
                  Prospectus

              	 	
                Number
                  of Shares of Common Stock Owned After Offering

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                [Buyer]

              	 	 	 	 	 	 	 	 	
                0

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

         

      


      PLAN
        OF DISTRIBUTION

       

      We
        are
        registering the shares of common stock previously issued and the shares of
        common stock issuable upon exercise of the warrants to permit the resale
        of
        these shares of common stock by the holders of the common stock and warrants
        from time to time after the date of this prospectus. We will not receive
        any of
        the proceeds from the sale by the selling stockholders of the shares of common
        stock. We will bear all fees and expenses incident to our obligation to register
        the shares of common stock.

       

      The
        selling stockholders may sell all or a portion of the shares of common stock
        beneficially owned by them and offered hereby from time to time directly
        or
        through one or more underwriters, broker-dealers or agents. If the shares
        of
        common stock are sold through underwriters or broker-dealers, the selling
        stockholders will be responsible for underwriting discounts or commissions
        or
        agent's commissions. The shares of common stock may be sold in one or more
        transactions at fixed prices, at prevailing market prices at the time of
        the
        sale, at varying prices determined at the time of sale, or at negotiated
        prices.
        These sales may be effected in transactions, which may involve crosses or
        block
        transactions, 

       

      on
        any
        national securities exchange or quotation service on which the securities
        may be
        listed or quoted at the time of sale;

       

      in
        the
        over-the-counter market;

       

      in
        transactions otherwise than on these exchanges or systems or in the
        over-the-counter market;

       

      through
        the writing of options, whether such options are listed on an options exchange
        or otherwise;

       

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

       

      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;

       

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

       

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

       

      privately
        negotiated transactions;

       

      short
        sales;

       

      sales
        pursuant to Rule 144;

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      a
        combination of any such methods of sale; and

       

      any
        other
        method permitted pursuant to applicable law.

       

      If
        the
        selling stockholders effect such transactions by selling shares of common
        stock
        to or through underwriters, broker-dealers or agents, such underwriters,
        broker-dealers or agents may receive commissions in the form of discounts,
        concessions or commissions from the selling stockholders or commissions from
        purchasers of the shares of common stock for whom they may act as agent or
        to
        whom they may sell as principal (which discounts, concessions or commissions
        as
        to particular underwriters, broker-dealers or agents may be in excess of
        those
        customary in the types of transactions involved). In connection with sales
        of
        the shares of common stock or otherwise, the selling stockholders may enter
        into
        hedging transactions with broker-dealers, which may in turn engage in short
        sales of the shares of common stock in the course of hedging in positions
        they
        assume. The selling stockholders may also sell shares of common stock short
        and
        deliver shares of common stock covered by this prospectus to close out short
        positions and to return borrowed shares in connection with such short sales.
        The
        selling stockholders may also loan or pledge shares of common stock to
        broker-dealers that in turn may sell such shares.

       

      The
        selling stockholders may pledge or grant a security interest in some or all
        of
        the warrants or shares of common stock owned by them and, if they default
        in the
        performance of their secured obligations, the pledgees or secured parties
        may
        offer and sell the shares of common stock from time to time pursuant to this
        prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
        applicable provision of the Securities Act of 1933, as amended, amending,
        if
        necessary, the list of selling stockholders to include the pledgee, transferee
        or other successors in interest as selling stockholders under this prospectus.
        The selling stockholders also may transfer and donate the shares of common
        stock
        in other circumstances in which case the transferees, donees, pledgees or
        other
        successors in interest will be the selling beneficial owners for purposes
        of
        this prospectus.

       

      The
        selling stockholders and any broker-dealer participating in the distribution
        of
        the shares of common stock may be deemed to be "underwriters" within the
        meaning
        of the Securities Act, and any commission paid, or any discounts or concessions
        allowed to, any such broker-dealer may be deemed to be underwriting commissions
        or discounts under the Securities Act. At the time a particular offering
        of the
        shares of common stock is made, a prospectus supplement, if required, will
        be
        distributed which will set forth the aggregate amount of shares of common
        stock
        being offered and the terms of the offering, including the name or names
        of any
        broker-dealers or agents, any discounts, commissions and other terms
        constituting compensation from the selling stockholders and any discounts,
        commissions or concessions allowed or reallowed or paid to
        broker-dealers.

       

      Under
        the
        securities laws of some states, the shares of common stock may be sold in
        such
        states only through registered or licensed brokers or dealers. In addition,
        in
        some states the shares of common stock may not be sold unless such shares
        have
        been registered or qualified for sale in such state or an exemption from
        registration or qualification is available and is complied with.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      There
        can
        be no assurance that any selling stockholder will sell any or all of the
        shares
        of common stock registered pursuant to the registration statement, of which
        this
        prospectus forms a part.

       

      The
        selling stockholders and any other person participating in such distribution
        will be subject to applicable provisions of the Securities Exchange Act of
        1934,
        as amended, and the rules and regulations thereunder, including, without
        limitation, Regulation M of the Exchange Act, which may limit the timing
        of
        purchases and sales of any of the shares of common stock by the selling
        stockholders and any other participating person. Regulation M may also restrict
        the ability of any person engaged in the distribution of the shares of common
        stock to engage in market-making activities with respect to the shares of
        common
        stock. All of the foregoing may affect the marketability of the shares of
        common
        stock and the ability of any person or entity to engage in market-making
        activities with respect to the shares of common stock.

       

      We
        will
        pay all expenses of the registration of the shares of common stock pursuant
        to
        the registration rights agreement, estimated to be
        $[     ] in total, including, without limitation,
        Securities and Exchange Commission filing fees and expenses of compliance
        with
        state securities or "blue sky" laws; provided, however, that a selling
        stockholder will pay all underwriting discounts and selling commissions,
        if any.
        We will indemnify the selling stockholders against liabilities, including
        some
        liabilities under the Securities Act, in accordance with the registration
        rights
        agreements, or the selling stockholders will be entitled to contribution.
        We may
        be indemnified by the selling stockholders against civil liabilities, including
        liabilities under the Securities Act, that may arise from any written
        information furnished to us by the selling stockholder specifically for use
        in
        this prospectus, in accordance with the related registration rights agreements,
        or we may be entitled to contribution.

       

      Once
        sold
        under the registration statement, of which this prospectus forms a part,
        the
        shares of common stock will be freely tradable in the hands of persons other
        than our affiliates.