0001144204-07-067066 Sample Contracts

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of December 11, 2007 is made between Song Jinan, an individual, with his principal business address located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the “Pledgor”) and Pope Investments II LLC, a Delaware limited liability company, with its principal executive offices located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137 (“Pledgee”).

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INVESTMENT AGREEMENT
Investment Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

INVESTMENT AGREEMENT (the “Agreement”), dated as of December 11, 2007, by and among China-Biotics, Inc., a Delaware corporation, with headquarters located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the ”Company”), Mr. Jinan Song (the “Major Shareholder”), and Pope Investments II LLC, a Delaware limited liability company (“Pope”) with headquarters located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137.

GUARANTY
Guaranty • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS GUARANTY (this “Guaranty”) is made effective as of December 11, 2007 by SONG JINAN, an individual, with his principal business address located at No. 999 Ningqiao Road, Jinqiao Export Processing Zone, Pudong, Shanghai 201206, People’s Republic of China (the “Guarantor”), to and for the benefit of POPE INVESTMENTS II LLC, a Delaware limited liability company, with its principal executive offices located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137 (“Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2007 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2007, by and among China-Biotics, Inc., a Delaware corporation, with headquarters located at No. 999 Ningqiao Road, Jingiao Export Processing Zone, Pudong, Shanghai, China 201206 (the ”Company”), and Pope Investments II LLC, a Delaware limited liability company (“Buyer”) with headquarters located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137.

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