0001144204-08-001390 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 9th, 2008 • Huifeng Bio-Pharmaceutical Technology, Inc. • Retail-food stores • New York

REGISTRATION RIGHTS AGREEMENT dated as of the 31st day of December, 2007 (this "Agreement") by and between HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY, INC., a Nevada corporation (the "Corporation"), PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD., Peter Treadway, Janet Wang, Manilal Patel, ANCORA GREATER CHINA FUND, STRATEGIC ALLIANCE FUND, L.P. and STRATEGIC ALLIANCE FUND II, L.P. (collectively, the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 9th, 2008 • Huifeng Bio-Pharmaceutical Technology, Inc. • Retail-food stores • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 31, 2007, by and among HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY, INC., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

PLEDGE AGREEMENT
Pledge Agreement • January 9th, 2008 • Huifeng Bio-Pharmaceutical Technology, Inc. • Retail-food stores • New York

PLEDGE AGREEMENT dated as of December 31, 2007 by and among Jing’an Wang, Junchao Wang and Zhihua Zhang (collectively, the “Pledgors”), PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD., Peter Treadway, Janet Wang, Manilal Patel, ANCORA GREATER CHINA FUND, STRATEGIC ALLIANCE FUND, L.P. and STRATEGIC ALLIANCE FUND II, L.P. (collectively, the “Pledgee”), and HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY, INC. (the “Company”).

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