0001144204-06-052511 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 14th, 2006 • China Biopharma, Inc. • Telephone communications (no radiotelephone) • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 13, 2006, by and among China Biopharma, Inc. (formerly known as Techedge Inc.), a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Warrant Agreement • December 14th, 2006 • China Biopharma, Inc. • Telephone communications (no radiotelephone) • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA BIOPHARMA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURITY AGREEMENT
Security Agreement • December 14th, 2006 • China Biopharma, Inc. • Telephone communications (no radiotelephone) • New York
SECURED CONVERTIBLE PROMISSORY NOTE
Secured Convertible Promissory Note • December 14th, 2006 • China Biopharma, Inc. • Telephone communications (no radiotelephone) • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

FORM OF GUARANTY
Guaranty • December 14th, 2006 • China Biopharma, Inc. • Telephone communications (no radiotelephone) • New York
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