EQUITY PLEDGE AGREEMENT

This Equity Pledge Agreement (hereinafter this “ Agreement ”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc. a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America (“ Pledgee ”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “ Pledgors ”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC, a limited liability company organized under the laws of the PRC (“ Party B ” or “ Liang Fang ”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C.

1.   The Pledgee is a corporation incorporated under the laws of the State of Nevada, the United States that has expertise in the business of pharmaceuticals.

2.   The Pledgors are each shareholders of Liang Fang. The Pledgors collectively own over 100% of the outstanding equity interests of Liang Fang.  

3.   Pledgee and Liang Fang have executed a Consulting Services Agreement (hereinafter “ Consulting Services Agreement ” or “ Services Agreement ”) concurrently herewith. Based on this agreement, Liang Fang shall pay technical consulting and service fees (hereinafter the “ Consulting Services Fees ” or “ Services Fees ”) to Pledgee for offering consulting and related services.

4.   In order to ensure that Liang Fang will perform its obligations under the Consulting Services Agreement, and in order to provide an additional mechanism for the Pledgee to enforce its rights to collect the Consulting Services Fees from Liang Fang, the Pledgors agree to pledge all their equity interest in Liang Fang as security for the performance of the obligations of Liang Fang under the Consulting Services Agreement and the payment of Consulting Services Fees under such agreement.

NOW THEREFORE , the Pledgee, Liang Fang and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:

1.   Definitions and Interpretation . Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1   “ Pledge ” refers to the full content of Section 2 hereunder.

1.2   “ Equity Interest ” refers to all the equity interest in Liang Fang legally held by the Pledgors.

1.3   “ Term of Pledge ” refers to the period provided for under Section 3.2 hereunder.

1.4   “ Event of Default ” refers to any event in accordance with Section 7.1 hereunder.

1.5   “ Notice of Default ” refers to the notice of default issued by the Pledgee in accordance with this Agreement.

2.   Pledge . The Pledgors agree to pledge their equity interest in Liang Fang to the Pledgee (“ Pledged Collateral ”) as a security for the obligations of Liang Fang under the Consulting Services Agreement. Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.

3.   Term of Pledge .

3.1   The Pledge shall take effect as of the date when the Pledge of the equity interest under this Agreement is recorded in the Register of Shareholder of Liang Fang. The term of the Pledge shall last until two (2) years after the obligations under the Consulting Services Agreement have been fulfilled.

3.2   During the term of the Pledge, the Pledgee shall be entitled to vote, control, sell, or dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Consulting Services Agreement and Liang Fang fails to pay the Consulting Services Fees in accordance with the Consulting Services Agreement.

4.   Physical Possession of Documents .

4.1   During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of their certificates representing shares of capital stock of Liang Fang (“ Share Certificates ”) to the Pledgee within one (1) week as of the date of conclusion of this Agreement.

4.2   The Pledgee shall be entitled to collect any and all dividends for declared or paid in connection with the equity interest.

4.3   The Pledge under this Agreement shall be recorded in the Register of Shareholders of Liang Fang. The Pledgor shall, within 10 days after the date of this Agreement, process the registration procedures with Beijing Administration for Industry and Commerce concerning the Pledge.

5.   Representation and Warranties of Pledgors .

5.1   The Pledgors are the legal owners of the equity interest pledged.

5.2   The Pledgors have not pledged the equity interest to any other party, and or the equity interest is not encumbered to any other person except for the Pledgee.

6.   Covenants of Pledgors .

6.1   During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:

6.1.1    Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee.

6.1.2    Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.

6.1.3    Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.

6.2    The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.

6.3    The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.

6.4    The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any registration of the Pledge or any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee as necessary, within a reasonable amount of time upon request.

6.5    The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee as a result of the Pledgors failing perform or fully perform their guarantees, covenants, warranties, representations and conditions.

7.   Events Of Default .

7.1 The following events shall be regarded as the events of default:

7.1.1 This Agreement is deemed illegal by a governing authority in the PRC, or the Pledgor is not capable of continuing to perform the obligations herein due to any reason except force majeure;

7.1.2 Liang Fang fails to make full payment of the Services Fees as scheduled under the Service Agreement;

7.1.3 A Pledgor makes any materially false, inaccurate, incomplete or misleading representations or warranties under Section 5 herein, and/or the Pledgor breaches any warranties under Section 5 herein;

7.1.6 A Pledgor waives the pledged equity interest or transfers or assigns the pledged equity interest without prior written consent of the Pledgee;

7.1.7 Liang Fang is incapable of repaying the general debt or other debt;

7.1.8 The property of the Pledgor is adversely affected causing the Pledgee to believe that the capability of the Pledgor to perform the obligations herein is adversely affected;

7.1.9 The successors or agents of the Liang Fang are only able to perform a portion of or refuse to perform the payment obligations under the Service Agreement;

7.1.10 The breach of the other terms by action or inaction under this agreement by the Pledgor.

7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or discovers that any event under Section 7.1 herein or any event that may result in the foregoing events has occurred or is likely to occur.

7.3 Unless the event of default under Section 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default occurs or thereafter, may give a written notice of default to the Pledgor and require the Pledgor to immediately make full payment of the outstanding Service Fees under the Service Agreement and other payables or exercise other rights in accordance with Section 8 herein.

8.    Exercise of Remedies .

8.1   Authorized Action by Secured Party . The Pledgors hereby irrevoc