<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cph8kex101020107.txt
<DESCRIPTION>SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                 SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


                           CHINA PHARMA HOLDINGS, INC.


             Private Offering of up to 5,882,353 Units of Securities

                  Purchase Price: $1.70 per Unit of Securities

     This  Subscription  and Registration  Rights Agreement (this  "Agreement"),
made as of the date set forth below by and between China Pharma Holdings,  Inc.,
a Delaware corporation (the "Company"),  and the undersigned (the "Subscriber"),
is intended  to set forth  certain  representations,  covenants  and  agreements
between  the Company  and the  Subscriber,  with  respect to the  offering  (the
"Offering")  for sale by the  Company  of up to  5,882,353  units of  securities
(collectively,  the  "Securities")  pursuant to the exemptions from registration
provided in the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),
applicable  state  securities  laws, and the rules and  regulations  promulgated
thereunder.  Each unit of  Securities  shall  consist of the  following  two (2)
securities: (i) one (1) share of the Company's common stock, par value $.001 per
share,  issued  at  $1.70  per  share  (individually,  the  "Common  Share"  and
collectively, the "Common Shares") and (ii) one (1) warrant to purchase one-half
(1/2) share of the Company's common stock at $2.38 per share (individually,  the
"Warrant" and collectively, the "Warrants"), which Warrants shall have the terms
set forth in the "Form of Warrant" attached hereto as Exhibit A. Sterne,  Agee &
Leach,  Inc.  is the  exclusive  placement  agent  (the  "Placement  Agent")  in
connection with the Offering.

     1. Subscription. Subject to the terms and conditions hereof, the Subscriber
hereby irrevocably  subscribes for and agrees to purchase from the Company,  the
number of units of  Securities  set forth  under  the  Subscriber's  name on the
signature page hereto,  at a purchase price of $1.70 per unit of Securities (the
"Offering  Price"),  and the Company  agrees to sell such units of Securities to
the Subscriber at the Offering Price,  subject to the Company's right to sell to
the Subscriber  such lesser number of units of Securities as the Company may, in
its sole discretion, deem necessary or desirable.

     2. Delivery of Subscription Amount; Acceptance of Subscription; Delivery of
Securities. The Subscriber understands and agrees that this subscription is made
subject to the following terms and conditions:

     (a) The Subscriber  understands that separate Subscription and Registration
Rights  Agreements  will be executed with other  subscribers for up to 5,882,353
units of Securities to be sold in the Offering;

     (b) Contemporaneously  with the completion,  execution and delivery of this
Agreement,  the Subscriber shall complete,  execute and deliver the "Certificate
of Accredited Investor Status" attached as Exhibit C hereto, and shall submit to
the Company payment in the form of a wire of immediately available United States
funds in the amount  equal to the  Offering  Price  multiplied  by the number of

<PAGE>

units of Securities for which the Subscriber has subscribed  (the  "Subscription
Amount") in accordance with the "Subscription Instructions" set forth on Exhibit
B hereto;

     (c) The  subscription  for  Securities  shall be deemed to be accepted only
when this Agreement has been signed by an authorized officer of the Company, and
the  deposit  of the  Subscription  Amount for  clearance  will not be deemed an
acceptance of this Agreement;

     (d) The Company shall have the right to reject this subscription,  in whole
or in part, and shall have the right to allocate Securities among subscribers in
any manner it may desire;

     (e) The payment  representing the  Subscription  Amount (or, in the case of
rejection of a portion of the Subscriber's subscription, the part of the payment
relating to such rejected  portion) will be returned promptly to the Subscriber,
without  interest,  if the Subscriber's  subscription is rejected in whole or in
part or if the Offering is withdrawn or canceled;

     (f) The Placement Agent and the Company may conduct one or more closings of
the Offering (each a "Closing") until all 5,882,353 units of Securities  offered
hereby are sold;

     (g) The Company may, in its sole discretion,  terminate the Offering at any
time and accept any subscriptions then in its receipt;

     (h) Certificates  representing  the Securities  purchased will be issued in
the name of each Subscriber within 14 days following each Closing;

     (i)  The  minimum   Subscription   Amount  is  $50,000   (29,412  units  of
Securities),  provided,  however,  that the Company reserves the right to accept
subscriptions for less than the minimum Subscription Amount;

     (j) The Offering is being  conducted  on a "best  efforts"  basis,  and the
Company is not  required to accept any minimum  amount of  subscriptions  before
conducting a Closing; and

     (k) The  representations  and  warranties of the Company and the Subscriber
set forth  herein  shall be true and  correct  as of the date  that the  Company
accepts this subscription.

     3. Terms of Subscription.

     (a) The  subscription  period will begin as of December 18, 2006,  and will
continue until such time as the Company terminates it in its sole discretion.

     (b) The Placement  Agent will receive a placement  management  fee equal to
five percent (5.0%) of the aggregate  purchase price of the Securities sold. The
Company has also agreed to reimburse  the Placement  Agent for their  reasonable
out of pocket expenses, including the fees and expenses of the Placement Agent's
legal counsel, up to a maximum (without the consent of the Company) of $40,000.


                                       2
<PAGE>

     (c) If the Subscriber is not a United States person,  the Subscriber hereby
represents that it has satisfied itself as to the full observance of the laws of
its  jurisdiction  in  connection  with  any  invitation  to  subscribe  for the
Securities or any use of this Agreement,  including, without limitation, (i) the
legal  requirements  within its jurisdiction for the purchase of the Securities,
(ii) any foreign exchange  restrictions  applicable to such purchase,  (iii) any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax  consequences,  if any,  that may be relevant to the purchase,
holding,  redemption,  sale  or  transfer  of  the  Securities.  The  Subscriber
represents and warrants that the Subscriber's  subscription and payment for, and
the  Subscriber's  continued  beneficial  ownership of, the Securities  will not
violate  any   applicable   securities   or  other  laws  of  the   Subscriber's
jurisdiction.

     4. Registration Rights.

     (a) The Subscriber acknowledges that it is acquiring the Securities for its
own  account  and for  the  purpose  of  investment  and not  with a view to any
distribution  or resale thereof  within the meaning of the  Securities  Act. The
Subscriber  further  agrees  that it will  not  sell,  assign  or  transfer  the
Securities at any time in violation of the Securities Act and acknowledges that,
in taking unregistered securities, it must continue to bear the economic risk of
its  investment  for an  indefinite  period of time because of the fact that the
Securities  have not been  registered  under the  Securities  Act,  and  further
realizes that the Securities cannot be sold unless subsequently registered under
the  Securities  Act or an exemption from such  registration  is available.  The
Subscriber also acknowledges that appropriate  legends  reflecting the status of
the  Securities  under  the  Securities  Act may be  placed  on the  face of the
certificates  for such  Securities at the time of their transfer and delivery to
the holder thereof.

     (b) The Securities may not be transferred  except in a transaction  that is
in compliance with the Securities Act. Except as provided hereafter with respect
to  registration  of the Common  Shares and the shares of the  Company's  common
stock issuable upon the exercise of the Warrants (collectively, the "Registrable
Securities"),  it shall be a  condition  to any such  transfer  that the Company
shall be furnished with an opinion of counsel to the holder of such  Securities,
reasonably satisfactory to the Company, to the effect that the proposed transfer
would be in compliance with the Securities Act.

     (c) Within 60 days following the earlier to occur of (i) the sale of all of
the Securities in the Offering or (ii) the termination of the Offering following
any sale of Securities as reflected in a written  notice given by the Company to
the Placement  Agent, the Company shall prepare and file with the Securities and
Exchange Commission (the "SEC"), a registration  statement on Form SB-2 and such
other  documents  as may be necessary in the opinion of counsel for the Company,
and use its commercially  reasonable efforts to have such registration statement
declared effective as soon as reasonably  practicable after such filing in order
to comply  with the  provisions  of the  Securities  Act,  so as to  permit  the
registered resale of the Registrable Securities.  Except as set forth in Section
4(e), the Company shall keep the Registration  Statement  continuously effective
until such time as all of the  Registrable  Securities  are  eligible for resale
pursuant to Rule 144(k)  promulgated under the Securities Act. The Company shall
prepare  and  file  with  the  SEC  such   amendments  and  supplements  to  the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the  Registration  Statement  effective  for the period herein
prescribed  and to comply with the  requirements  of the  Securities Act and the
rules and regulations  promulgated by the SEC thereunder relating to the sale or


                                       3
<PAGE>

other disposition of the securities covered by the Registration  Statement.  The
Subscriber  acknowledges  that certain shares of the Company's common stock held
by certain  shareholders  will be included  in the  registration  statement,  as
described in the Company's  Confidential  Private  Placement  Memorandum,  dated
December 18, 2006, and the exhibits and appendices (the "Memorandum"), a copy of
which  has  heretofore  been  delivered  to  the  Subscriber.   The  Registrable
Securities that are registered for resale under the  Registration  Statement are
referred  to  herein  as  the  "Registration  Statement  Securities",   and  the
Subscribers  who are eligible to sell their  Registration  Statement  Securities
under the Registration Statement, together with their respective affiliates, are
hereafter  referred to as "Offering  Holders."  The Company will include in such
registration  statement (i) the information required under the Securities Act to
be so included  concerning  the  Offering  Holders,  as provided by the Offering
Holders on the signature pages to this Agreement and the other  Subscription and
Registration  Rights  Agreements  entered into in connection  with the Offering,
including any changes in such  information  that may be provided by the Offering
Holders in writing to the Company from time to time, and (ii) a section entitled
"Plan of  Distribution,"  substantially  in the form of  Exhibit D hereto,  that
describes the various procedures that may be used by the Offering Holders in the
sale of their Registration Statement Securities.

     (d) In the event that the Company does not file a registration statement to
register  the  Registration  Statement  Securities  with the SEC within the time
period  specified in Section 4(c) hereof,  the Company will be required to pay a
penalty to each Offering  Holder equal to one percent (1%) of the purchase price
for such Offering Holder's Registration Statement Securities,  and an additional
one percent (1%) of the purchase price for such Offering  Holder's  Registration
Statement  Securities  for each  additional  30-day  period  during  which  such
registration statement is not filed.

     (e) Notwithstanding the foregoing provisions of this Section 4, the Company
may voluntarily suspend the effectiveness of any such registration statement for
a  limited  time,  which  in no  event  shall  be  longer  than  60  days in any
three-month  period and no longer than 120 days in any twelve-month  period,  if
the  Company  has been  advised in writing  by  counsel or  underwriters  to the
Company that the offering of any Registration  Statement  Securities pursuant to
the  registration  statement  would  materially  adversely  affect,  or would be
improper in view of (or improper without disclosure in a prospectus), a proposed
financing, reorganization,  recapitalization,  merger, consolidation, or similar
transaction involving the Company. The Company shall notify all Offering Holders
to such effect,  and,  upon receipt of such notice,  each such  Offering  Holder
shall  immediately  discontinue any sales of Registration  Statement  Securities
pursuant to such registration  statement until such Offering Holder has received
copies of a supplemented or amended  prospectus or until such Offering Holder is
advised in writing by the Company that the then current  prospectus  may be used
and has  received  copies of any  additional  or  supplemental  filings that are
incorporated or deemed incorporated by reference in such prospectus.

     (f) If any event occurs that would cause any such registration statement to
contain a material  misstatement  or omission or not to be effective  and usable
during the period that such  registration  statement is required to be effective
and usable, the Company shall promptly notify the Offering Holders of such event
and, if requested, the Offering Holders shall immediately cease making offers of
Registration  Statement  Securities and return all  prospectuses to the Company.
The Company shall  promptly file an amendment to the  registration  statement to
correct  such  misstatement  or  omission  and use its  commercially  reasonable


                                       4
<PAGE>

efforts to cause such amendment to be declared  effective as soon as practicable
thereafter. The Company shall promptly provide the Offering Holders with revised
prospectuses and,  following receipt of the revised  prospectuses,  the Offering
Holders  shall be free to resume  making  offers of the  Registration  Statement
Securities.

     (g)  Notwithstanding  any provision  contained herein to the contrary,  the
Company's obligation to include, or continue to include,  Registration Statement
Securities  in any  such  registration  statement  under  this  Section  4 shall
terminate to the extent such Registration  Statement Securities are eligible for
resale under Rule 144(k) promulgated under the Securities Act.

     (i) If and  whenever  the  Company is required  by the  provisions  of this
Agreement to use its commercially  reasonable efforts to effect the registration
of the  Registration  Statement  Securities  under  the  Securities  Act for the
account of an Offering Holder, the Company will, as promptly as possible:

          (A) prepare and file with the SEC a  registration  statement,  on Form
     SB-2, complying with applicable requirements under the Securities Act, with
     respect to such securities and use its commercially  reasonable  efforts to
     cause such registration  statement to become and remain effective until all
     Registration Statement Securities qualify for resale under 144(k);

          (B) prepare and file with the SEC such  amendments and  supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such  registration  statement  effective and to
     comply  with the  requirements  of the  Securities  Act and the  rules  and
     regulations promulgated by the SEC thereunder relating to the sale or other
     disposition of the securities covered by such registration statement; and

          (C)  furnish  to each  Offering  Holder  such  numbers  of copies of a
     prospectus,   including  a  preliminary  prospectus,   complying  with  the
     requirements  of the  Securities  Act,  and such  other  documents  as such
     Offering  Holder may  reasonably  request in order to facilitate the public
     sale or other disposition of the Registration Statement Securities owned by
     such Offering Holder, but such Offering Holder shall not be entitled to use
     any selling  materials  other than a prospectus and such other materials as
     may be approved by the Company,  which  approval  will not be  unreasonably
     withheld.

     (j) Except as provided  below in this Section 4, the  expenses  incurred by
the Company in  connection  with action taken by the Company to comply with this
Section 4, including,  without  limitation,  all  registration  and filing fees,
printing and delivery  expenses,  accounting  fees,  fees and  disbursements  of
counsel to the  Company,  consultant  and expert fees,  premiums  for  liability
insurance,  if the  Company  chooses  to  obtain  such  insurance,  obtained  in
connection with a registration statement filed to effect such compliance and all
expenses,  including  counsel fees, of complying with any state securities laws,
shall  be paid by the  Company.  All  fees  and  disbursements  of any  counsel,
experts,  or consultants  employed by any Offering Holder shall be borne by such
Offering  Holder.  The Company  shall not be obligated in any way in  connection
with any registration  pursuant to this Section 4 for any selling commissions or


                                       5
<PAGE>

discounts  payable  by any  Offering  Holder  to any  underwriter  or  broker of
securities to be sold by such Offering  Holder.  The Subscriber  agrees that any
such selling commissions or discounts shall be borne by such Offering Holder.

     (k) In the event of any registration of Registration  Statement  Securities
pursuant to this Section 4, the Company will  indemnify  and hold  harmless each
Offering Holder, its officers, directors, attorneys, partners, agents, employees
and consultants and each underwriter of such Registration  Statement Securities,
and any person who  controls  such  Offering  Holder or  underwriter  within the
meaning of Section 15 of the  Securities  Act  (collectively,  the  "Indemnified
Parties"),  against  all  claims,  actions,  losses,  damages,  liabilities  and
expenses,  joint or several, to which any of such Indemnified Parties may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages,  liabilities  or  actions  arise out of or are based upon any actual or
alleged  untrue  statement of any material  fact  contained in any  registration
statement under which such securities were registered  under the Securities Act,
any  preliminary  prospectus  or  final  prospectus  contained  therein,  or any
amendment or supplement thereof, or arise out of or are based upon the actual or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading,  and  will  reimburse  each  of  such
Indemnified  Parties for any legal and any other expenses reasonably incurred by
such  Indemnified  Party in connection with  investigating or defending any such
loss, claim, damage,  liability, or action; provided,  however, that the Company
will not be liable in any such case to the  extent  that any such  loss,  claim,
damage, liability or action arises directly out of or is based primarily upon an
untrue  statement  or  omission  of a  material  fact made in said  registration
statement,  said preliminary prospectus or said prospectus, or said amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Offering Holder or such underwriter  specifically for use
in the preparation thereof; and provided further, however, that the Company will
not be liable in any such case to the extent that any such loss,  claim,  damage
or liability or action  arises  directly  out of or is based  primarily  upon an
untrue  statement  or  omission  of a  material  fact  made  in any  preliminary
prospectus or final  prospectus  if (i) such  Offering  Holder failed to send or
deliver the copy of the final  prospectus  or prospectus  supplement  which such
Offering  Holder shall have been  previously  provided by the  Company,  with or
prior to the delivery of written  confirmation  of the sale of the  Registration
Statement  Securities,  and (ii) the final  prospectus or prospectus  supplement
would have corrected such untrue statement or omission.

     (l) At any time when a  prospectus  relating to the Offering is required to
be  delivered  under the  Securities  Act,  the Company will notify the Offering
Holder of the happening of any event, upon the notification or awareness of such
event  by an  executive  officer  of the  Company,  as a  result  of  which  the
prospectus included in such registration  statement, as then in effect, includes
an untrue  statement of material fact or omits to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances then existing.

     (m) In  the  event  of  any  registration  of  any  Registration  Statement
Securities  under the  Securities Act pursuant to this Section 4, the Subscriber
agrees to indemnify  and hold  harmless the Company,  its  officers,  directors,
attorneys,  partners,  agents,  employees  and  consultants  and any  person who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
(collectively,  the "Indemnified Persons"), against any losses, claims, damages,
liabilities,  or  actions,  joint or several,  to which any of such  Indemnified


                                       6
<PAGE>

Persons may become  subject under the  Securities  Act or otherwise,  insofar as
such losses, claims, damages,  liabilities, or actions arise out of or are based
upon any actual or alleged  untrue  statement of any material fact  contained in
any registration statement under which such securities were registered under the
Securities  Act,  any  preliminary  prospectus  or  final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon the actual or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, in
each  case to the  extent  and only to the  extent  that any such  loss,  claim,
damage,  liability, or action arises out of or is based upon an untrue statement
or  omission  of a  material  fact  made in said  registration  statement,  said
preliminary  prospectus or said  prospectus  or said  amendment or supplement in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by the Subscriber or any affiliate (as defined in the Securities Act) of
the Subscriber specifically for use in the preparation thereof.

     (n) Any party  entitled to  indemnification  hereunder will (i) give prompt
written notice to the  indemnifying  party of any claim with respect to which it
seeks  indemnification  and (ii) unless in such indemnified  party's  reasonable
judgment a conflict  of  interest  between  such  indemnified  and  indemnifying
parties may exist with respect to such claim,  permit such indemnifying party to
assume the defense of such claim with  counsel  reasonably  satisfactory  to the
indemnified  party. If such defense is assumed,  the indemnifying party will not
be subject to any liability for any  settlement  made by the  indemnified  party
without  its  consent  (which  consent  may not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim will not be  obligated  to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such  claim,  unless  in the  reasonable  judgment  of any  indemnified  party a
conflict of interest may exist between such  indemnified  party and any other of
such indemnified parties with respect to such claim.

     (o) With a view to making  available to the Offering Holder the benefits of
Rule 144  promulgated  under the Securities Act, the Company agrees that it will
use its commercially  reasonable efforts to maintain  registration of its common
stock under  Section 12 or 15 of the  Securities  and Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  and to file with the SEC in a timely manner all
reports  and other  documents  required  to be filed by an issuer of  securities
registered  under the Exchange Act so as to maintain  the  availability  of Rule
144.  Upon the request of any record  owner,  the Company  will  deliver to such
owner a written  statement  as to whether  it has  complied  with the  reporting
requirements of Rule 144.

     5. Representations and Warranties of the Subscriber.  The Subscriber hereby
represents and warrants to the Company and the Placement Agent as follows:

     (a) The  Subscriber is acquiring the  Securities  for its own account,  for
investment  and not  with a view to,  or for  resale  in  connection  with,  any
distribution  or public  offering  thereof  within the meaning of the Securities
Act, and applicable state  securities laws. The Subscriber  understands that (A)
the  Securities  (1) have not been  registered  under the  Securities Act or any
state securities laws, (2) will be issued in reliance upon an exemption from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) and/or Regulation D thereof,  and (3) will be issued in reliance
upon exemptions from the  registration and prospectus  delivery  requirements of
state securities laws which relate to private offerings,  and (B) the Subscriber


                                       7
<PAGE>

must therefore bear the economic risk of such investment  indefinitely  unless a
subsequent  disposition  thereof  is  registered  under the  Securities  Act and
applicable state securities laws or is exempt therefrom.  The Subscriber further
understands that such exemptions depend upon, among other things,  the bona fide
nature of the investment intent of the Subscriber expressed herein.  Pursuant to
the foregoing,  the Subscriber  acknowledges that the certificates  representing
the  Securities  acquired  by the  Subscriber  shall bear a  restrictive  legend
substantially as follows:

          "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO  RESTRICTIONS  ON TRANSFER  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  AND STATE SECURITIES LAWS, AND MAY NOT BE
          OFFERED FOR SALE, SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR
          OTHERWISE  DISPOSED  OF  UNLESS  (I)  REGISTERED  UNDER  THE
          APPLICABLE  SECURITIES  LAWS OR (II) AN OPINION OF  COUNSEL,
          WHICH OPINION AND COUNSEL ARE BOTH  REASONABLY  SATISFACTORY
          TO THE COMPANY,  HAS BEEN  DELIVERED TO THE COMPANY AND SUCH
          OPINION  STATES  THAT  THE  SECURITIES  MAY  BE  TRANSFERRED
          WITHOUT SUCH REGISTRATION."

     (b) The  Subscriber  has  knowledge,  skill and  experience  in  financial,
business and  investment  matters  relating to an investment of this type and is
capable of evaluating the merits and risks of such investment and protecting the
Subscriber's interest in connection with the acquisition of the Securities.  The
Subscriber  understands  that the acquisition of the Securities is a speculative
investment and involves substantial risks and that the Subscriber could lose the
Subscriber's  entire investment in the Securities.  Further,  the Subscriber has
carefully read and  considered the matters set forth under the section  entitled
"Risk  Factors"  in  the  Memorandum,  and  has  taken  full  cognizance  of and
understands all of the risks related to the purchase of the  Securities.  To the
extent deemed necessary by the Subscriber,  the Subscriber has retained,  at its
own expense,  and relied upon,  appropriate  professional  advice  regarding the
investment,  tax and legal merits and  consequences of purchasing and owning the
Securities.  The  Subscriber  has the ability to bear the economic  risks of the
Subscriber's  investment  in the  Company,  including  a  complete  loss  of the
investment, and the Subscriber has no need for liquidity in such investment.

     (c) The Subscriber has been  furnished by the Company all  information  (or
provided  access  to all  information)  regarding  the  business  and  financial
condition of the Company, its expected plans for future business activities, the
attributes  of the  Securities  and the merits and risks of an investment in the
Securities  which the  Subscriber  has requested or otherwise  believes that the
Subscriber needs to evaluate the investment in the Company.

     (d) The Subscriber is in receipt of and has carefully read and  understands
the following items:

               o    THE MEMORANDUM;

               o    ANNUAL  REPORT  ON  FORM  10-KSB/A  FOR  FISCAL  YEAR  ENDED
                    DECEMBER 31, 2005


                                       8
<PAGE>

               o    QUARTERLY  REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH
                    31, 2006

               o    QUARTERLY  REPORT ON FORM 10-QSB FOR THE QUARTER  ENDED JUNE
                    30, 2006

               o    QUARTERLY  REPORT  ON  FORM  10-QSB  FOR THE  QUARTER  ENDED
                    SEPTEMBER 30, 2006

               o    DEFINITIVE  INFORMATION STATEMENT ON SCHEDULE 14C FILED WITH
                    THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION  ON MARCH 28,
                    2006

               o    CURRENT  REPORT ON FORM 8-K FILED  WITH THE U.S.  SECURITIES
                    AND EXCHANGE COMMISSION ON MAY 4, 2006

               o    CURRENT  REPORT ON FORM 8-K FILED  WITH THE U.S.  SECURITIES
                    AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2006

               o    AUDIT  AND  OPINION   FOR  HAINAN   HELPSON   MEDICINE   AND
                    BIO-TECHNOLOBY CO. LTD.  ("HELPSON"),  AUDIT AND OPINION FOR
                    TS  ELECTRONICS  INC.  (THE  PREVIOUS  NAME OF CHINA  PHARMA
                    HOLDINGS, INC.) AND THE MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A") IN
                    THE  REGISTRATION  STATEMENT  ON FORM SB-2/A  FILED WITH THE
                    U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2005

               o    PROFORMA FINANCIAL STATEMENTS FOR DECEMBER 31, 2005

     (e) In making the  Subscriber's  investment  decision,  the  Subscriber  is
relying solely on  investigations  made by the  Subscriber and the  Subscriber's
representative(s),  if any. The offer to sell the Securities was communicated to
the Subscriber in such a manner that the Subscriber was able to ask questions of
and receive answers from the management of the Company  concerning the terms and
conditions of the proposed transaction.  At no time was the Subscriber presented
with or  solicited by or through any  advertisement,  article,  leaflet,  public
promotional meeting,  notice or other communication  published in any newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any  seminar or meeting  or any other form of general or public  advertising  or
solicitation.

     (f) The Subscriber acknowledges that the Subscriber has been advised that:

          (A)  The   Securities   offered  hereby  have  not  been  approved  or
     disapproved by the SEC or any state  securities  commission nor has the SEC
     or any state securities  commission passed upon the accuracy or adequacy of
     any representations by the Company. Any representation to the contrary is a
     criminal offense.


                                       9
<PAGE>

          (B) In making an investment decision,  the Subscriber must rely on its
     own examination of the Company and the terms of the Offering, including the
     merits and risks involved.  The Securities have not been recommended by any
     federal  or state  securities  commission  or other  regulatory  authority.
     Furthermore,  the foregoing  authorities have not confirmed the accuracy or
     determined  the  adequacy  of  any  representation  by  the  Company.   Any
     representation to the contrary is a criminal offense.

          (C) The Securities will be "restricted  securities" within the meaning
     of Rule 144 under the  Securities  Act,  are  subject  to  restrictions  on
     transferability  and resale and may not be  transferred or resold except as
     permitted under the Securities Act and applicable  state  securities  laws,
     pursuant to  registration or exemption  therefrom.  The Subscriber is aware
     that the  Subscriber  may be required to bear the  financial  risks of this
     investment for an indefinite period of time.

     (g) The Subscriber  acknowledges and is aware that there has never been any
representation,  guarantee  or  warranty  made by the  Company  or any  officer,
director,  employee or agent or representative  of the Company,  expressly or by
implication,  as to (i)  the  approximate  or  exact  length  of time  that  the
Subscriber  will be  required  to  remain an owner of the  Securities;  (ii) the
percentage of profit and/or amount of or type of  consideration,  profit or loss
to be  realized,  if any,  as a result  of this  investment;  or (iii)  that the
limited past  performance (if any) or experience on the part of the Company,  or
any future expectations regarding the Company's business or operations,  will in
any way indicate the  predictable  results of the ownership of the Securities or
of the overall financial performance of the Company.

     (h) The Subscriber  agrees to furnish the Company such other information as
the  Company  may  reasonably  request  in order to verify the  accuracy  of the
information contained herein and agrees to notify the Company immediately of any
material  change in the  information  provided  herein that occurs  prior to the
Company's acceptance of this Agreement.

     (i) The Subscriber  further represents and warrants that (1) the Subscriber
is an institutional  investor and an "accredited investor" within the meaning of
Rule 501 of  Regulation  D under the  Securities  Act,  (2) the  Subscriber  has
executed the  "Certificate of Accredited  Investor  Status",  attached hereto as
Exhibit  C and  (3) the  Subscriber  has a  preexisting  relationship  with  the
Placement Agent.

     (j) If this Agreement is executed and delivered on behalf of a partnership,
corporation,  trust,  estate or other entity (an "Entity"):  (i) such Entity has
the full legal right and power and all  authority  and approval  required (a) to
execute and deliver,  or authorize execution and delivery of, this Agreement and
all other  instruments  executed and delivered by or on behalf of such Entity in
connection  with the  purchase  of the  Securities,  (b) to  delegate  authority
pursuant to power of attorney and (c) to purchase and hold such Securities, (ii)
the signature of the party signing on behalf of such Entity is binding upon such
Entity;  and (iii) such Entity has not been formed for the  specific  purpose of
acquiring  such  Securities,  unless  each  beneficial  owner of such  Entity is
qualified  as an  accredited  investor  within  the  meaning  of Rule  501(a) of
Regulation D promulgated under the Securities Act and has submitted  information
substantiating such individual qualification.


                                       10
<PAGE>

     (k) If the  Subscriber is a retirement  plan or is investing on behalf of a
retirement  plan, the Subscriber  acknowledges  that investment in the Company's
common  stock  poses  additional  risks,  including,   without  limitation,  the
inability to use losses generated by an investment in its common stock to offset
taxable income.

     (l) The Subscriber  represents and warrants that it is not a  broker-dealer
or an affiliate of a broker-dealer, except as follows:__________________________
_______________________________________________________________________________.
If the  Subscriber is a  broker-dealer,  the  Subscriber  acknowledges  that the
Subscriber will be deemed to be an underwriter with respect to the resale of its
Securities. If the Subscriber is an affiliate of a broker-dealer, the Subscriber
acknowledges  that the  Subscriber  will be  deemed  to be an  underwriter  with
respect to the resale of its  Securities to the extent that such  Securities are
sold through its affiliated broker-dealer.  To the extent that the Subscriber is
affiliated in any manner with a broker-dealer, the Subscriber further represents
and warrants that it is purchasing the Securities in the ordinary  course of its
business and that as of the date hereof it has no agreements or  understandings,
directly or indirectly, with any person to distribute the Securities.

     (m) Neither the  Subscriber  nor any of its affiliates or any person acting
on its behalf has entered into any "short sale" (as such term is defined in Rule
200 under Regulation SHO adopted by the SEC under the Exchange Act) of shares of
the Company's Common Stock within a period of 60 days prior to the date that the
Subscriber executes this Agreement.  Further,  the Subscriber hereby agrees that
neither the  Subscriber  nor any of its  affiliates  or any person acting on its
behalf shall enter into any "short sale" of shares of the Company's common stock
within a period  of 30 days  after the date that the  Subscriber  executes  this
Agreement.

     The foregoing  representations  and warranties and undertakings are made by
the  Subscriber  with the intent that they be relied upon by the Company and the
Placement Agent in determining the Subscriber's  suitability as an investor, and
the Subscriber  hereby agrees that such  representations  and  warranties  shall
survive the Subscriber's purchase of the Securities.

     6.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the Subscriber as follows:

     (a) The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware, and is duly qualified to do business as
a  foreign  corporation  in all  jurisdictions  in which  the  failure  to be so
qualified  would  materially  and  adversely  affect the  business or  financial
condition, properties or operations of the Company.

     (b) The Company has duly authorized the issuance and sale of the Securities
in accordance  with the terms of this  Agreement  (as  described  herein) by all
requisite  corporate action,  including the authorization of the Company's Board
of Directors of the issuance and sale of the Securities in accordance  herewith,
and  the  execution,  delivery  and  performance  of any  other  agreements  and
instruments executed in connection herewith.  This Agreement constitutes a valid
and legally  binding  obligation of the Company,  enforceable in accordance with
its  terms,  except  (i)  as  limited  by  applicable  bankruptcy,   insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable


                                       11
<PAGE>

remedies,  and (iii) to the  extent  the  indemnification  provisions  contained
herein may be limited by applicable federal or state securities laws.

     (c) As of the date of this  Agreement,  the Memorandum does not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading.

     (d)  The  documents   incorporated   by  reference  or  included  with  the
Memorandum,  at the time they were filed with the SEC,  complied in all material
respects with the  requirements of the Exchange Act, and, when read together and
with the other information in the Memorandum,  did not contain, at the time they
were filed  with the SEC,  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     7. Understandings. The Subscriber understands, acknowledges and agrees with
the Company as follows:

     (a) This Subscription may be rejected,  in whole or in part, by the Company
in  its  sole  and   absolute   discretion,   at  any  time  before  a  Closing,
notwithstanding  prior receipt by the undersigned of notice of acceptance of the
undersigned's Subscription.  The Company may terminate this Offering at any time
in its  sole  discretion.  Neither  the  execution  of  this  Agreement  nor the
solicitation of the investment  contemplated  hereby shall create any obligation
of the Company to accept any subscription or complete the Offering.  The Company
is not required to accept any minimum amount of subscriptions  before conducting
a Closing.

     (b) The Subscriber  hereby  acknowledges  and agrees that the  subscription
hereunder is irrevocable by the Subscriber, that, except as required by law, the
Subscriber is not entitled to cancel,  terminate or revoke this Agreement or any
agreements of the  Subscriber  hereunder and that this  Agreement and such other
agreements  shall survive the death or disability of the Subscriber and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators,  successors, legal representatives and permitted assigns. If the
Subscriber is more than one person, the obligations of the Subscriber  hereunder
shall be joint and several and the agreements,  representations,  warranties and
acknowledgments  herein  contained  shall be deemed to be made by and be binding
upon each such person and his/her heirs, executors, administrators,  successors,
legal representatives and permitted assigns.

     (c) No federal or state agency has made any finding or  determination as to
the  accuracy or  adequacy of the  Memorandum  or as to the  suitability  of the
Offering  for  investment,   nor  any   recommendation  or  endorsement  of  the
Securities.

     (d) The  Offering  is intended  to be exempt  from  registration  under the
Securities  Act by  virtue  of  Section  4(2)  of the  Securities  Act  and  the
provisions  of  Regulation D  thereunder,  which is in part  dependent  upon the
truth,  completeness  and  accuracy  of the  statements  made by the  Subscriber
herein.

     (e) There can be no assurance that the  Subscriber  will be able to sell or
dispose of the Securities.  It is understood that in order not to jeopardize the
Offering's exempt status under Section 4(2) of the Securities Act and Regulation


                                       12
<PAGE>

D, any  transferee  will,  at a minimum,  be required  to fulfill  the  investor
suitability requirements thereunder.

     (f) The  Subscriber  acknowledges  that the  information  contained  in the
Memorandum is confidential  and non-public and agrees that all such  information
shall  be  kept  in  confidence  by the  Subscriber  and  neither  used  for the
Subscriber's  personal benefit (other than in connection with this subscription)
nor disclosed to any third party for any reason;  provided,  however,  that this
confidentiality  obligation  shall not apply to any such information that (i) is
part of the public  knowledge  or  literature,  (ii)  becomes part of the public
knowledge or  literature  (except as a result of a breach of this  provision) or
(iii) is received  from third  parties  (except  third parties who disclose such
information  in  violation of any  confidentiality  agreements  or  obligations,
including,  without limitation, any subscription agreement entered into with the
Company).  In addition,  the Subscriber  may disclose any  information as may be
required by law or applicable legal process;  provided,  however,  to the extent
permitted by law or applicable  legal process,  the Subscriber shall provide the
Company at least five business days prior written  notice before making any such
disclosure.

     (g)  The  representations,  warranties  and  agreements  of the  Subscriber
contained  herein and in any other  writing  delivered  in  connection  with the
transactions  contemplated  hereby  shall be true and correct in all respects on
and as of the date of a Closing of the sale of the  Securities as if made on and
as of such date and shall survive the  execution and delivery of this  Agreement
and the purchase of the Securities.

     8. Survival; Indemnification. All representations, warranties and covenants
contained in this  Agreement and the  indemnification  obligations  contained in
this  Section  8 shall  survive  (i) the  acceptance  of this  Agreement  by the
Company,  (ii) changes in the transactions,  documents and instruments described
herein which are not material or which are to the benefit of the Subscriber, and
(iii) the death or disability of the Subscriber.  The Subscriber understands the
meaning and legal consequences of the representations,  warranties and covenants
contained in this  Agreement and that the Company and the  Placement  Agent have
relied upon such  representations,  warranties and covenants in determining  the
Subscriber's  qualification  and  suitability  to purchase the  Securities.  The
Subscriber hereby agrees to indemnify, defend and hold harmless the Company, the
Placement Agent and their respective officers, directors,  employees, agents and
controlling  persons,  from and  against any and all  losses,  claims,  damages,
liabilities,  expenses (including attorneys' fees and disbursements),  judgments
or amounts paid in  settlement of actions  arising out of or resulting  from the
untruth  of any  representation  of the  Subscriber  herein or the breach of any
warranty or covenant  herein by the Subscriber.  Notwithstanding  the foregoing,
however, no representation,  warranty, covenant or acknowledgment made herein by
the  Subscriber  shall in any  manner be deemed  to  constitute  a waiver of any
rights granted to it under the Securities Act or state securities laws.

     9. Notices. All notices and other communications  provided for herein shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally or sent by registered or certified  mail,  return receipt  requested,
postage prepaid, or sent by reputable overnight courier, charges prepaid:

     (a) if to the Company, to the following address:


                                       13
<PAGE>

               c/o King and Wood
               40th Floor, Office Tower A
               Beijing Fortune Plaza
               7 Dongsanhuan Zhonglu
               Chaoyang District
               Beijing 100020, PRC
               Attn:  Charles Law
               Telephone:  86-10-5878-5023

     (b) if to the  Subscriber,  to the address set forth on the signature  page
hereto;

or at such other address as any party shall have  specified by notice in writing
to the other.

     10. Notification of Changes.  The Subscriber agrees and covenants to notify
the  Company  immediately  upon  the  occurrence  of  any  event  prior  to  the
consummation  of the  Offering  that would cause any  representation,  warranty,
covenant or other statement contained in this Agreement to be false or incorrect
or  of  any  change  in  any  statement  made  herein  occurring  prior  to  the
consummation of the Offering.

     11.  Assignability;  Modification.  This Agreement is not assignable by the
Subscriber,  and  may  not  be  modified,  waived  or  terminated  except  by an
instrument  in writing  signed by the party  against  whom  enforcement  of such
modification, waiver or termination is sought.

     12. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding  upon and inure to the benefit of the parties and their  heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns,  and the agreements,  representations,  warranties and  acknowledgments
contained  herein  shall be deemed to be made by and be binding upon such heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.

     13.  Obligations  Irrevocable.  The obligations of the Subscriber  shall be
irrevocable,  except  with  the  written  consent  of  the  Company,  until  the
consummation or termination of the Offering.

     14. Entire  Agreement.  This Agreement  constitutes the entire agreement of
the  Subscriber  and the  Company  relating  to the  matters  contained  herein,
superseding all prior contracts or agreements, whether oral or written.

     15.  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  DELAWARE,  WITHOUT  REGARD  TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN DELAWARE.

     16.  Severability.  If any provision of this  Agreement or the  application
thereof  to  the  Subscriber  or any  circumstance  shall  be  held  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other  subscriptions or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.


                                       14
<PAGE>

     17.  Headings.  The headings in this Agreement are inserted for convenience
and identification only and are not intended to describe,  interpret, define, or
limit the scope, extent or intent of this Agreement or any provision hereof.

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

     19. Counsel.  The Subscriber  hereby  acknowledges that the Company and its
counsel  represent the interests of the Company and not those of the  Subscriber
in any agreement (including this Agreement) to which the Company is a party.

                           [SIGNATURE PAGES TO FOLLOW]




















                                       15
<PAGE>

     IN WITNESS  WHEREOF,  the  Subscriber  has executed this  Subscription  and
Registration Rights Agreement as of ____________ ___, 2007.

                                 SUBSCRIBER


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

                                 Number of Units of Securities:
                                 -------------------
                                 Offering Price per Unit of Securities: $1.70
                                                                        -----
                                 Subscription Amount:  $________________________


                                 By:  __________________________________________
                                 Name:__________________________________________
                                 Title:_________________________________________
                                 Address:  _____________________________________
                                 _______________________________________________
                                 _______________________________________________

                                 Please designate name in which stock
                                 certificate(s) representing the Securities
                                 purchased are to be registered.

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

                                 Please designate address for delivery of stock
                                 certificate(s) representing the Securities
                                 purchased (if different from above).

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

                                 Please designate the individual to whom all
                                 correspondence concerning the Subscriber's
                                 subscription for the Securities should be sent,
                                 along with such individual's requested
                                 contact information.


                                 Name:__________________________________________
                                 Address:_______________________________________
                                 _______________________________________________
                                 Telephone: (____)______________________________
                                 E-mail:________________________________________


                                       16
<PAGE>

The name(s) of the natural  person(s) who will have voting and investment  power
over the  Securities  purchased  are as follows  (please print  legibly,  as the
name(s) must be disclosed in the registration statement):
                                                         -----------------------

Please  indicate the number of shares of the  Company's  common stock  currently
owned by the  Subscriber  in  addition  to those  being  subscribed  for in this
Agreement  (this  must  also  be  disclosed  in  the  registration   statement).

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



     The Company hereby accepts the foregoing  subscription subject to the terms
and conditions hereof as of February 1, 2007.


                                                 CHINA PHARMA HOLDINGS, INC.,
                                                 a Delaware corporation



                                                 By: CHINA PHARMA HOLDINGS, INC.

                                                     Name: ZHilin Li

                                                     Title: President and CEO












                                       17
<PAGE>

                                    EXHIBIT A
                                    ---------

                                 FORM OF WARRANT



















<PAGE>

                                    EXHIBIT B
                                    ---------

                            SUBSCRIPTION INSTRUCTIONS

     (1) If you are subscribing for the purchase of Securities, please complete,
date and sign the signature page to this  Subscription and  Registration  Rights
Agreement  in the  applicable  spaces.  Please  signify  the  number of units of
Securities  for which you are  subscribing by inserting such amount in the space
provided for on the signature page to the Agreement.

     (2)  Complete,  date and sign the  accompanying  Certificate  of Accredited
Investor Status (Exhibit C).

     (3) Send all completed documents to:

         Sterne Agee & Leach, Inc.
         2901 W. Coast Highway, Suite 230
         Newport Beach, California 92663
         Attn: Patrick L. Winton

     (4) Fax the signature pages for all completed documents to:

          Sterne, Agee & Leach, Inc.
          Attn:  Patrick L. Winton
          Facsimile:  (949) 270-2936
          Telephone:  (949) 270-2935

     (5)  Transmit  funds (in an amount  equal to the number of  Securities  for
which you are  subscribing  multiplied  by the  Offering  Price) via wire to the
following escrow account of China Pharma Holdings, Inc.:

          Legal Name:              China Pharma Holdings, Inc,
          Bank Name:               Columbus Bank & Trust Company,     Columbus,
          Georgia
          Beneficiary Bank         First Commercial Bank,
                                   Birmingham, Alabama
          Contact:                 Dean D. Matthews
          Phone Number:            (205) 868-4873
          Account Name:            Escrow Account - China Pharma Holdings, Inc.
          ABA / Routing Number:    061100606
          Account Number:          1060083191
          Tax ID Number:           73-1564807

ATTENTION SUBSCRIBERS: NO SUBSCRIPTION WILL BE ACCEPTED UNLESS ALL DOCUMENTATION
PRESCRIBED HEREIN IS FULLY COMPLETED AND EXECUTED.  ANY MATERIALS  RECEIVED THAT
ARE INCOMPLETE IN ANY RESPECT WILL BE RETURNED BY THE COMPANY.

<PAGE>

                                    EXHIBIT C
                                    ---------

             CERTIFICATE OF ACCREDITED INSTITUTIONAL INVESTOR STATUS

     The  undersigned  is an  "accredited  investor," as that term is defined in
Regulation  D under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  The undersigned has checked the box below  indicating the basis on which
the  undersigned  is  representing  the  undersigned's  status as an "accredited
investor":

[_]  a bank as defined in Section  3(a)(2) of the Securities Act, or any savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act  whether  acting  in its  individual  or  fiduciary
     capacity;  a broker or dealer  registered  pursuant  to  Section  15 of the
     Securities  Exchange  Act of 1934,  as  amended;  an  insurance  company as
     defined in Section  2(13) of the  Securities  Act;  an  investment  company
     registered  under  the  Investment  Company  Act  of  1940  or  a  business
     development  company as defined  in Section  2(a)(48)  of that Act; a small
     business   investment   company   licensed  by  the  U.S.   Small  Business
     Administration under Section 301(c) or (d) of the Small Business Investment
     Act of 1958; a plan  established  and maintained by a state,  its political
     subdivisions,  or any agency or instrumentality of a state or its political
     subdivisions,  for the  benefit of its  employees,  and such plan has total
     assets in excess of $5,000,000; an employee benefit plan within the meaning
     of the Employee  Retirement  Income Security Act of 1974, if the investment
     decision is made by a plan  fiduciary,  as defined in Section 3(21) of such
     Act,  which is  either a bank,  savings  and  loan  association,  insurance
     company, or registered  investment adviser, or if the employee benefit plan
     has total assets in excess of $5,000,000 or, if a self-directed  plan, with
     investment   decisions   made  solely  by  persons  that  are   "accredited
     investors";

[_]  a private business  development company as defined in Section 202(a)(22) of
     the Investment Advisers Act of 1940;

[_]  an  organization  described in Section  501(c)(3)  of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000;

[_]  a trust  with  total  assets in excess of  $5,000,000,  not  formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is
     directed by a person who has such knowledge and experience in financial and
     business  matters that he is capable of evaluating  the merits and risks of
     the prospective investment;

[_]  an  individual  who is a director  or  executive  officer  of China  Pharma
     Holdings, Inc.

<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Accredited Investor Status effective as of the ___ day of ____________, 2007.



                                                    ----------------------------
                                                    Name of Subscriber

                                                    By: ________________________

                                                    Name: ______________________

                                                    Title: _____________________



















<PAGE>

                                    EXHIBIT D
                                    ---------

                              PLAN OF DISTRIBUTION

     As of the date of this prospectus,  we have not been advised by the selling
stockholders  as to any plan of  distribution.  Securities  owned by the selling
stockholders,  or by their  partners,  pledgees,  donees  (including  charitable
organizations),  transferees or other  successors in interest,  may from time to
time be  offered  for  sale  either  directly  by such  individual,  or  through
underwriters,  dealers or agents or on any exchange on which the shares may from
time to time be traded,  in the  over-the-counter  market,  or in  independently
negotiated  transactions  or  otherwise.  The methods by which the shares may be
sold include:

     o    a block  trade  (which  may  involve  crosses)  in which the broker or
          dealer so engaged will attempt to sell the securities as agent but may
          position and resell a portion of the block as principal to  facilitate
          the transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     o    exchange distributions and/or secondary distributions;

     o    sales in the over-the-counter market;

     o    underwritten transactions;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     o    privately negotiated transactions.

     Such  transactions  may be effected by the selling  stockholders  at market
prices  prevailing  at the time of sale or at  negotiated  prices.  The  selling
stockholders  may  effect  such  transactions  by selling  the  common  stock to
underwriters  or  to  or  through  broker-dealers,   and  such  underwriters  or
broker-dealers may receive compensations in the form of discounts or commissions
from the selling stockholders and may receive commissions from the purchasers of
the common stock for whom they may act as agent.  The selling  stockholders  may
agree to indemnify any underwriter,  broker-dealer or agent that participates in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including  liabilities  arising  under the  Securities  Act.  We have  agreed to
register  the shares  for sale under the  Securities  Act and to  indemnify  the
selling  stockholders,  certain  representatives of the selling stockholders and
each person who  participates  as an  underwriter  in the offering of the shares
against  certain civil  liabilities,  including  certain  liabilities  under the
Securities Act.

     In  connection  with sales of the  securities  under this  prospectus,  the
selling  stockholders may enter into hedging  transactions with  broker-dealers,
who may in turn  engage  in short  sales of the  common  stock in the  course of
hedging the positions they assume. The selling stockholders also may sell shares
of common stock short and deliver them to close out the short positions, or loan
or pledge the  shares of common  stock to  broker-dealers  that in turn may sell
them.

<PAGE>

     The  selling  stockholders  and any  underwriters,  dealers or agents  that
participate in distribution of the shares may be deemed to be underwriters,  and
any  profit on sale of the  shares  by them and any  discounts,  commissions  or
concessions  received  by any  underwriter,  dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.

     There can be no assurances that the selling  stockholders  will sell any or
all of the shares offered under this prospectus.
</TEXT>
</DOCUMENT>
