Exhibit 10.1

CHINA BIOLOGIC PRODUCTS, INC.

2008 EQUITY INCENTIVE PLAN

1.

Purposes .  This Plan permits the Administrator to grant Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, and Other Share-Based Awards in order to retain, attract and motivate Employees, Directors and Consultants and to provide such persons with equity ownership opportunities and performance-based incentives that are intended to align their interests with those of our stockholders.  

2.

Stock Subject to the Plan .  Subject to adjustment as provided in Section 12, a maximum of five million (5,000,000) Shares will be available for issuance under the Plan.  The Shares may be authorized and unissued Shares or Shares now held or subsequently acquired by the Company.

If an Award granted under the Plan lapses, is forfeited, terminated or canceled, or expires without being exercised or without the issuance of Shares, the unissued and unpurchased Shares subject to the Award will become available for future grant or sale under the Plan (unless the Plan has terminated).

Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for grant or sale under the Plan.  With respect to SARs, only Shares actually issued pursuant to a SAR will cease to be available under the Plan; all remaining Shares subject to the SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated).  Except with respect to issued Shares, Shares withheld by the Company to pay the exercise price of an Award or to satisfy tax withholding obligations with respect to an Award will become available for future grant or sale under the Plan.  To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan.

The Company, during the term of this Plan, will at all time reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

3.

Administration of the Plan .

a.

Administration .  The Board will act as Plan Administrator or will appoint a Committee consistent with Applicable Laws to act as Administrator.  If and so long as the Shares are registered under Section 12(b) or 12(g) of the Exchange Act, the Board will consider in selecting the membership of any Committee acting as Administrator the requirements regarding (1) “nonemployee directors” within the meaning of Rule 16b-3 under the Exchange Act; (2) “independent directors” as described in the listing requirements for any stock exchange on which Shares are listed; and (3) Section 14.b.1 of the Plan if the Company pays salaries for which it claims on its U.S. tax returns deductions that are subject to the Code section 162(m) limitation.  The Board will determine any Committee member’s term and may remove a Committee member at any time.  

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b.

Powers of the Administrator .  The Administrator will, to the maximum extent permitted by Applicable Laws and the Plan, have full and sole discretionary authority:

i.

to determine Fair Market Value;

ii.

to select the Service Providers to whom Awards may be granted;

iii.

to determine the number of Shares to be covered by each Award;

iv.

to approve forms of agreement for use under the Plan;

v.

to determine the terms and conditions of each Award, including without limitation, the exercise price, amount, the exercise period, vesting conditions, any vesting acceleration, any waiver of forfeiture restrictions, and any other restriction, condition, or limitation regarding any Award or its related Shares;

vi.

to construe and interpret the terms of the Plan and Awards and resolve any disputes regarding Plan and Award provisions;

vii.

to prescribe, amend and rescind rules and regulations relating to the Plan;

viii.

to modify or amend each Award;

ix.

to allow Participants to satisfy withholding tax obligations as permitted by  Section 13;

x.

to authorize any person to execute instruments to effectuate an Award;

xi.

to delay issuance of Shares or suspend a Participant’s right to exercise an Award to comply with Applicable Laws; and  

xii.

to determine any issues necessary or advisable for administering the Plan.  

c.

Effect of Administrator’s Decision .  Any act or decision of the Administrator will be binding and conclusive on the Company, all Participants, anyone holding an Award, and any person claiming under or through any Participant.  

4.

Eligibility .  ISOs may be granted only to Employees who are subject to U.S. tax.  NSOs, Restricted Stock,  RSUs, SARs, and Other Share-Based Awards may be granted to Service Providers; provided that NSOs and SARs may not be granted to Service Providers of a any Parent if the Service Provider is subject to U.S. tax.  Service Providers include prospective employees or consultants to whom Awards are granted in connection with written offers of employment or engagement of services, respectively, with the Company; provided that no Award granted to a prospective employee or consultant may be exercised or purchased prior to the commencement of employment or services with the Company.

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5.

Stock Options .

a.

Grant of Options .  The Administrator may grant Options in such amounts as it will determine from time to time.  The Administrator may grant NSOs, ISOs, or any combination of the two.  ISOs will be granted in accordance with Section 14.a of the Plan.  NSOs and SARs granted to U.S. taxpayers will be granted in accordance with Section 14.c of the Plan.

b.

Option Award Agreement .  Each Option will be evidenced by an Award Agreement that will specify the type of Option granted, the exercise price, the number of Shares to which the Option pertains, vesting conditions, the exercise period, restrictions on transferability, and any other terms and conditions specified by the Administrator (which need not be identical among Participants).  If the Award Agreement does not specify that the Option is to be treated as an ISO, the Option will be a NSO.  

c.

Exercise Price .  The exercise price per share with respect to each Option will be determined by the Administrator provided that the exercise price per share cannot be less than the Fair Market Value of a Share on the Grant Date.  

d.

Exercisability .  An Option may be exercised at such time as the Option vests.  No Option will be exercisable after the expiration of ten (10) years from the Grant Date, provided that if an exercise would violate applicable securities laws, the Option will be exercisable no more than thirty (30) days after the exercise of the Option first would no longer violate applicable securities laws.  Subject to the terms of the Plan, Options may be exercised at such times, and in such amount and subject to such restrictions as will be determined by the Administrator, in its discretion.  

e.

Vesting Conditions .  The Administrator may impose any conditions on the vesting of an Option including, but not limited to the achievement of Company-wide, business unit, and individual goals (including, but not limited to continued employment or service).

f.

Modification of Option Awards .  The Administrator may accelerate the exercisability of any Option or a portion of any Option.  The Administrator may extend the period for exercise generally provided the exercise period is not extended beyond the earlier of the original term of the Option or ten (10) years from the original Grant Date.

g.

Exercise of Option .  An Option is exercised when the Company receives: (1) notice of exercise (in such form as the Administrator will specify from time to time) from the person entitled to exercise the Option, and (2) full payment for the Shares with respect to which the Option is exercised (together with all applicable withholding taxes).  An Option may not be exercised for a fraction of a Share.  Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan (together with all applicable withholding taxes).  Such consideration may consist entirely of:

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i.

cash;

ii.

check;

iii.

to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a promissory note;

iv.

other Shares, provided the Shares have a Fair Market Value on the date of  exercise of the Option equal to the aggregate exercise price for the Shares being purchased;

v.

to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, in accordance with any broker-assisted cashless exercise procedures approved by the Company and as in effect from time to time;

vi.

by requesting the Company to withhold such number of Shares then issuable upon exercise of the Option that have an aggregate Fair Market Value equal to the exercise price for the Option being exercised;  

vii.

any combination of the foregoing; or

viii.

such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

h.

Shares Issued Upon Exercise .  The Company will issue (or cause to be issued) Shares promptly after the Option is exercised.  Shares issued upon exercise of an Option will be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.

i.

Forfeiture of Options .  All unexercised Options will be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan.

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6.

Stock Appreciation Rights .

a.

Grant of SARs .  The Administrator may grant SARs in such amounts as it will determine from time to time.

b.

SAR Award Agreement .  Each SAR will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, vesting conditions, the exercise period, restrictions on transferability, and such other terms and conditions specified by the Administrator (which need not be identical among Participants).  

c.

Exercise Price .  The exercise price per share with respect to each SAR will be determined by the Administrator provided that the exercise price per share cannot be less than the Fair Market Value of a Share on the Grant Date.  

d.

Exercisability .  A SAR may be exercised at such time as the SAR vests.  No SAR will be exercisable after the expiration of ten (10) years from the Grant Date, provided that if an exercise would violate applicable securities laws, the SAR will be exercisable no more than thirty (30) days after the exercise of the SAR first would no longer violate applicable securities laws.  Subject to the terms of the Plan, SARs may be exercised at such times, and in such amount and subject to such restrictions as will be determined by the Administrator, in its discretion.  

e.

Vesting Conditions .  The Administrator may impose any conditions on the vesting of a SAR including, but not limited to the achievement of Company-wide, business unit, and individual goals (including, but not limited to continued employment or service).

f.

Modification of SAR Awards .  The Administrator may accelerate the exercisability of any SAR or a portion of any SAR.  The Administrator may extend the period for exercise generally provided the exercise period is not extended beyond the earlier of the original term of the SAR or 10 years from the original Grant Date.  

g.

Exercise of SAR .  Upon exercise of a vested SAR, a Participant will be entitled to receive payment from the Company in an amount no greater than (1) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (2) the number of Shares with respect to which the SAR is exercised.  Payment may consist of cash, Shares of equivalent value, or a combination thereof.  

i.

If paid in Shares, the Company will issue (or cause to be issued) Shares promptly after the SAR is exercised.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the SAR.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.

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ii.

If paid in cash, the Company will pay the participant promptly after the SAR is exercised but in no event later than the 15th day of the third month following the end of the year in which the SAR is exercised.  

h.

Forfeiture of SARs .  All unexercised SARs will be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan.

7.

Restricted Stock and Restricted Stock Units .

a.

Grant .  The Administrator may grant Restricted Stock or RSUs in such amounts and form as it will determine from time to time.

b.

Award Agreement .  Each Award of Restricted Stock or RSUs will be evidenced by an Award Agreement that will specify the number and form, vesting conditions, the Period of Restriction, purchase price (if any), method of payment, restrictions on transferability, repurchase rights, and such other terms and conditions specified by the Administrator (which need not be identical among Participants).  

c.

Vesting Conditions .  The Administrator may impose vesting conditions on awards of Restricted Stock or RSUs including, but not limited to the achievement of Company-wide, business unit, and individual goals (including, but not limited to continued employment or service).  Unless the Administrator determines otherwise, Restricted Stock will be held in escrow by the Company until the restrictions on such Shares have lapsed.

d.

Modification of Restricted Stock  or RSUs .  The Administrator may accelerate or waive the time at which vesting conditions and other restrictions lapse and provide for a complete or partial exception to an employment or service restriction.  

e.

Rights During the Restriction Period .  During the Period of Restriction, Service Providers who have been granted Restricted Stock may exercise full voting rights and will be entitled to receive all dividends and other distributions paid with respect to those Shares, unless the Administrator determines otherwise.  Any such dividends or distributions paid in Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid.  Restricted Stock and RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

f.

Removal of Restrictions .  All restrictions imposed on Restricted Stock and RSUs will lapse and the Period of Restriction will end upon the satisfaction of the vesting conditions imposed by the Administrator at which time:  

i.

vested Restricted Stock, if held in escrow, will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine, but in no event later than the 15 ^th day of the third month following the end of the year in which vesting occurred, or

ii.

vested RSUs will be paid in Shares at the time provided for in the Award Agreement, but in no event later than the 15 ^th day of the third month following the end of the year in which vesting occurred.

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g.

Forfeiture .  All unvested Restricted Stock and RSUs for which restrictions have not lapsed will be forfeited to the Company on the date set forth in the Award Agreement.   Forfeited Restricted Stock will revert to the Company and will not be available for grant under the Plan.  Forfeited RSUs will become available for grant under the Plan.  

8.

Other Share-Based Awards .  The Administrator may grant Other Share-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares as may be deemed by the Administrator to be consistent with the purposes of the Plan.  Other Share-Based Awards may include, without limitation, (a) Shares awarded purely as a bonus and not subject to any restrictions or conditions, (b) grants in lieu of cash compensation, (c) other rights convertible or exchangeable into Shares, and (d) awards valued by reference to the value of Shares or the value of securities of or the performance of specified Subsidiaries.  The Administrator will have the authority to determine the time or times at which Other Share-Based Awards will be granted, the number of Shares or stock units and the like to be granted or covered pursuant to an Award, and all other terms and conditions of an Award, including, but not limited to, the vesting period (if any), purchase price (if any), and whether such Awards will be payable or paid in cash, Shares or otherwise.  Each Other Share-Based Award will be evidenced by an Award Agreement.

9.

Cash Settlement .  The Administrator, in its sole discretion, may choose to settle any Award, in whole or in part, granted under the Plan in cash in lieu of Shares.  The value of such Award on the date of distribution will be determined in the same manner as the Fair Market Value of Shares on the Grant Date of an Option.

10.

Leaves of Absence/Transfer Between Locations .  Unless the Administrator provides otherwise or as required by Applicable Laws, an Employee will not cease to be an Employee in the case of (a) any leave of absence approved by the Employer or (b) transfers between locations of the Employer or between the Company, its Parent, or any Subsidiary, but vesting of Awards will be suspended during any unpaid leave of absence.

11.

Transferability of Awards .  An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and Options and SARs may be exercised, during the lifetime of the Participant, only by the Participant or the Participant’s legal representative.

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12.

Adjustments; Dissolution or Liquidation; Merger or Change in Control .  

a.

Adjustments .  In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up or other event identified by the Committee, the Committee will equitably adjust (i) the number and kind of shares authorized for issuance under the Plan, (ii) the number and kind of shares subject to outstanding Awards, and (iii) the exercise price of Options and SARs.  

b.

Dissolution or Liquidation .  In the event of the dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such transaction.  To the extent it has not been previously exercised, an Award will terminate immediately prior to the dissolution or liquidation.

c.

Change in Control .  In the event of a merger or Change in Control, the surviving or successor entity may either assume the Company’s rights and obligations with respect to outstanding Awards or substitute outstanding Awards for substantially equivalent property (including, but not limited to comparable equity interests in the surviving or successor entity) that are subject to vesting requirements and repurchase restrictions no less favorable to the Participant than those in effect prior to the merger or Change in Control.

In the event that the successor corporation does not assume or substitute Outstanding Awards, the Participant will fully vest in all Awards, all performance goals and vesting criteria will be deemed  to have been achieved at target levels, and all restrictions will lapse.  Any Option or SAR that is not assumed or substituted in the event of a Change in Control, will be exercisable for a period of time determined by the Administrator in its sole discretion.  The Administrator will provide reasonable notice of such exercise period to the Participant, and the Option or SAR will terminate upon the expiration of such exercise period.

For the purposes of this Section 12.c, an Award will be considered assumed if, following the Change in Control, the Award confers a right for each Share or Share equivalent subject to the Award to purchase or receive the consideration (or for an Award payable in cash, the fair market value of the consideration) received for each Share on the date of the transaction.   If holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares will be used.  If the consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation pay the Award in the form of common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Shares in the Change in Control.

Notwithstanding anything in this Section 12.c to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor, without the Participant’s consent, modifies any performance goals except a modification made solely to reflect the successor entity's post-Change in Control corporate structure (or similar entity level structure if the successor entity is not a corporation).

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13.

Tax Withholding .

a.

Withholding Requirements .  Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes required by Applicable Laws to be withheld with respect to such Award (or exercise thereof).

b.

Withholding Arrangements .  The Administrator may permit a Participant to satisfy tax withholding obligations, in whole or in part and without limitation by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as of the date that the taxes should be withheld) equal to the withholding amount, or (iii) delivering to the Company already-owned Shares having a Fair Market Value (as of the date that the taxes should be withheld) equal to the withholding amount.  

14.

Provisions Applicable In the Event the Company or the Service Provider is Subject to U.S. Taxation .

a.

Grant of Incentive Stock Options .  If the Administrator grants Options to Employees that may be subject to U.S. taxation, the Administrator may grant such Employee an ISO.  Section 5 of this Plan and the following terms apply to all grants that are intended to qualify as ISO Awards:

i.

Maximum Amount .  Subject to adjustment as provided in Section 12, to the extent consistent with Code section 422, not more than an aggregate of five million (5,000,000) Shares may be issued pursuant to the exercise of ISOs granted under the Plan.

ii.

Eligibility .  Only Employees of the Company, a Parent or a Subsidiary will be eligible for the grant of ISOs.  

iii.

Continuous Employment .  The Optionee must remain in the continuous employ of the Company, any Parent, or any Subsidiary from the ISO Grant Date to the date that is three months prior to exercise.  Service will be treated as continuous during a leave of absence approved by the Employer that does not exceed three (3) months.  A leave of absence approved by the Employer  may exceed three (3) months if reemployment upon expiration of such leave is guaranteed by statute or contract.  An Option exercised more than three months after termination of employment will be treated as a NSO.  

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iv.

Award Agreement .  

(1)

The Administrator will designate Options granted as ISOs in the Award Agreement.  

(2)

The Award Agreement will specify the term of the ISO.  The term will not exceed ten (10) years from the Grant Date or five (5) years from the Grant Date for Ten Percent Owners.  

(3)

The Award Agreement will specify an exercise price of not less than the Fair Market Value per Share on the Grant Date or one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date for Ten Percent Owners.

(4)

The Award Agreement will specify that an ISO is not transferable except by will, beneficiary designation or the laws of descent and distribution.

v.

Limitation on ISOs .  To the extent that the aggregate Fair Market Value of the Shares with respect to which ISOs are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or any Subsidiary) exceeds one hundred thousand dollars ($100,000), Options will not qualify as ISOs and will be treated as NSOs.  For purposes of this section, ISOs will be taken into account in the order in which they were granted.  The Fair Market Value of the Shares will be determined as of the Grant Date.

vi.

Notice Required Upon Disqualifying Dispositions .  The Optionee must notify the Company in writing within thirty (30) days after any disposition of Shares acquired pursuant to the exercise of an ISO within two years from the Grant Date or one year from the exercise date.  The Optionee must also provide the Company with all information that the Company reasonably requests in connection with determining the amount and character of Optionee’s income, the Company’s deduction, and the Company’s obligation to withhold taxes or other amounts incurred by reason of a disqualifying disposition.  

b.

Performance-Based Compensation .  The Administrator may impose the following conditions on any Award under this Plan to any Service Provider that may be subject to U.S. taxation on the Award:

i.

Outside Directors .  Awards that the Administrator intends to qualify as “performance-based compensation” must be (1) granted by a committee of the Board comprised solely of two or more “outside directors” within the meaning of Code section 162(m) and (2) administered in a manner that will enable such Awards to qualify as “performance-based compensation” within the meaning of Code section 162(m).

ii.

Maximum Amount .  In any calendar year, no eligible Employee may receive (1) with respect to Awards denominated in Shares, Awards covering more than five hundred thousand (500,000) Shares (adjusted in accordance with Section 12), or (2) with respect to Awards denominated in cash, Awards with a Fair Market Value exceeding that of five hundred thousand (500,000) Shares determined as of the Grant Date.

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iii.

Performance Criteria .  The performance goal applicable to any Award (other than an Option or SAR) that is intended to qualify as performance-based compensation must be established in writing prior to the beginning of the Performance Period or at a later time as permitted by Code section 162(m) and may be based on any one or more of the following performance measures that apply to the individual, a business unit, or the Company as a whole:

(1)

increased revenue;

(2)

net income measures (including but not limited to income after capital costs and income before or after taxes);

(3)

stock price measures (including but not limited to growth measures and total stockholder return);

(4)

market share;

(5)

earnings per Share (actual or targeted growth);

(6)

earnings before interest, taxes, depreciation, and amortization (“EBITDA”);

(7)

cash flow measures (including but not limited to net cash flow and net cash flow before financing activities);

(8)

return measures (including but not limited to return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity);

(9)

operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes, and production efficiency);

(10)

expense measures (including but not limited to overhead cost and general and administrative expense);

(11)

margins;

(12)

stockholder value;

(13)

total stockholder return;

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(14)

proceeds from dispositions;

(15)

production volumes;

(16)

total market value; and

(17)

corporate values measures (including but not limited to ethics compliance, environmental, and safety).

iv.

The terms of the performance goal applicable to any Award that is intended to qualify as performance-based compensation must preclude discretion to increase the amount of compensation that would otherwise be due upon attainment of the goal.  

v.

Following the completion of the Performance Period, the outside directors described in Section 14.b.1 above must certify in writing whether the applicable performance goals have been achieved for such Performance Period.  In determining the amount earned, the Administrator will have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period.  

c.

Stock Options and SARs Exempt from Code section 409A .  Section 5 of this Plan and the following terms apply to all grants of NSOs and SARs to Service Providers that are subject to U.S. taxation.  

i.

Eligibility .  Only Service Providers of the Company or a Related Entity will be eligible for the grant of NSOs or SARs intended to be exempt from Code section 409A.  

ii.

Administration .  

(1)

The Administrator may not modify or amend the Options or SARs to the extent that the modification or amendment adds a feature allowing for additional deferral within the meaning of Code section 409A, and

(2)

any adjustment pursuant to Section 12 will be done in a manner consistent with Code section 409A and Treasury Regulations section 1.409A-1 et seq .

(3)

The Company intends that no payments under this Plan will be subject to the tax imposed by Code section 409A.  The Administrator will interpret and administer the Plan in a manner that avoids the imposition of any increase in tax under Code section 409A(a)(1)(B), and any ambiguities herein will be interpreted to satisfy the requirements of Code section 409A or any exemption thereto.

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15.

No Effect on Employment or Service .  Neither the Plan nor any Award will confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, any Parent or any Subsidiary, nor will either interfere in any way with the Participant’s right or the Company’s or its Parent’s or Subsidiary’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16.

Effective Date .  The Plan’s effective date is the date on which it is adopted by the Board, so long as it is approved by the Company’s stockholders at any time within 12 months of such adoption.  Upon approval of the Plan by the stockholders of the Company, all Awards issued pursuant to the Plan on or after the Effective Date will be fully effective as if the stockholders of the Company had approved the Plan on the Effective Date.  If the stockholders fail to approve the Plan within one year before or after the Effective Date, any Awards granted hereunder will be null and void and of no effect.  

17.

Term of Plan .  The Plan will terminate 10 years following the earlier of (i) the date it was adopted by the Board or (ii) the date it became effective upon approval by stockholders of the Company, unless sooner terminated by the Board pursuant to Section 18.

18.

Amendment and Termination of the Plan .

a.

Amendment and Termination .  The Board may at any time amend, alter, suspend or terminate the Plan.

b.

Stockholder Approval .  The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

c.

Effect of Amendment or Termination .  No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.  Termination of the Plan will not affect the Administrator's ability to exercise its powers with respect to Awards granted under the Plan prior to the Plan termination date.

19.

Conditions Upon Issuance of Shares .

a.

Legal Compliance .  The Administrator may delay or suspend the issuance and delivery of Shares, suspend the exercise of Options or SARs, or suspend the Plan as necessary to comply with Applicable Laws.  Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

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b.

Investment Representations .  The Company may require any person exercising or purchasing an Award to represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.

20.

Inability to Obtain Authority .  If the Company is unable to obtain required authority from any regulatory body in order to lawfully issue or sell Shares pursuant to this Plan, all rights with respect to such Shares will be void and the Company will have no liability with respect to the failure to issue or sell such Shares.

21.

Repricing Prohibited; Exchange and Buyout of Awards .  The repricing of Options or SARs is prohibited without prior stockholder approval.  The Administrator may authorize the Company, with prior stockholder approval and the consent of the respective Participants, to issue new Option or SAR Awards in exchange for the surrender and cancellation of any or all outstanding Awards.  The Administrator may repurchase Options with payment in cash, Shares or other consideration at any time pursuant to terms that are mutually agreeable to the Company and the Participant..

22.

Governing Law .  The Plan, any Award Agreement, and documents evidencing Awards or rights relating to Awards will be construed, administered, and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflicts or choice of law principles.   

23.

Definitions .  The following definitions apply to capitalized terms in the Plan:

“ Administrator ” means the Board or Committee that administers the Plan pursuant to Section 3.

“ Applicable Laws ” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“ Award ” means an Option, a SAR, a share of Restricted Stock, a RSU, or an Other Share-Based Award granted pursuant to the terms of the Plan.  

“ Award Agreement ” means the written agreement governing Plan Awards.  The Award Agreement is subject to the terms and conditions of the Plan.

“ Board ” means the Board of Directors of the Company.

“ Change in Control ” means the occurrence of any of the following events:

(i)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities except an acquisition of securities directly from the Company; or

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(ii)

The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

(iii)

A change in the composition of the Board occurring within a two-year period that results in a Board where the majority of the Directors (1) were elected or nominated in connection with an actual or threatened proxy contest involving Director elections, (2) were not Directors as of the effective date of the Plan, or (3) were not elected, or nominated for election, to the Board with the affirmative votes of  a majority of the Directors who, at the time of the election or nomination were either Directors as of the effective date of the Plan or Directors elected or nominated as herein described; or a combination of the three; or

(iv)

The consummation of a merger or consolidation of the Company with any other entity, unless the voting securities of the Company immediately prior to the merger or consolidation remain outstanding or are converted into voting securities of the surviving entity or parent so that they continue to represent at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving entity (or parent) outstanding immediately after such merger or consolidation.

“ Code ” means the Internal Revenue Code of 1986, as amended.  Any reference in the Plan to a section of the Code will be a reference to any successor or amended section of the Code.

“ Committee ” means the compensation committee, if any, or such similar or successor Committee appointed by the Board.  If the Board has not appointed a Committee, the Board will function in the place of the Committee.

“ Company ” means China Biologic Products, Inc., a Delaware corporation, or its successor.

“ Consultant ” means any person, including an advisor, if: (1) the consultant or adviser is a natural person; (2) the consultant or adviser renders bona fide services to the Company or any Subsidiary; and (3) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“ Director ” means a member of the Board.

“ Disability ” generally means total and permanent disability as determined by the Administrator in its discretion in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time, but “ Disability ,” for purposes of an ISO, means total and permanent disability as defined in Code section 22(e)(3).

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“ Employee ” means any person, including Officers and Directors, who is a common law employee of the Company, a Parent, or a Subsidiary.  For Options or SARs granted to U.S. taxpayers, Employee means any person, including Officers and Directors, who is a common law employee of the Company or any Related Entity.  Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

“ Employer ” means the entity that employs the Employee.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, as of any date, the value of Shares determined as follows:

(i)

If the Shares are listed on any established stock exchange or a national market system, including without limitation any division or subdivision of the NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(ii)

If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, including without limitation quotation through the Over-The-Counter Bulletin Board quotation service administered by the Financial Industry Regulatory Authority, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Shares on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)

In the absence of an established market for the Shares, the Fair Market Value will be determined in good faith by the Administrator, and to the extent Section 14 applies (a) with respect to ISOs, the Fair Market Value will be determined in a manner consistent with Code section 422 or (b) with respect to NSOs or SARs, the Fair Market Value will be determined in a manner consistent with Code section 409A.  

“ Fiscal Year ” means the fiscal year of the Company.

“ Grant Date ” means the date on which the Administrator grants an Award, or such other later date as is determined by the Administrator, provided that the Administrator cannot grant an Award prior to the date the material terms of the Award are established.  The Administrator may not grant an Award with a Grant Date that is effective prior to the date the Administrator takes action to approve such Award.

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“ Incentive Stock Option ” or “ ISO ” means an Option intended to qualify as an incentive stock option within the meaning of Code section 422 and its regulations.

“ Nonstatutory Stock Option ” or “ NSO ” means an Option that by is not intended to qualify as an ISO.

“ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and its rules and regulations.

“ Option ” means a stock option granted pursuant to the Plan.

“ Optionee ” means the holder of an Option granted pursuant to the Plan.

“ Other Share-Based Awards ” will mean awards of Shares or other rights in accordance with Section 8.

“ Parent ” means a “parent corporation” as defined in Code section 424(e).

“ Participant ” means the holder of an Award granted pursuant to the Plan.

“ Performance Period ” means one or more time periods, which may be of varying and overlapping durations, over which the attainment of the performance goals or other vesting conditions will be measured for the purpose of determining a Participant’s right to payment.  

“ Period of Restriction ” means the period during which Restricted Stock and RSUs  are subject to forfeiture or restrictions on transfer pursuant to Section 7.

“ Plan ” means this 2008 Equity Incentive Plan.

“ Related Entity ” means the corporation or other entity, other than the Company, to which the Service Provider provides services on the Grant Date, and any corporation or other entity, other than the Company, in an unbroken chain of corporations or other entities beginning with the Company in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, and ending with the corporation or other entity that has a controlling interest in the corporation or other entity to which the Service Provider provides services on the Grant Date.  For a corporation, a controlling interest means ownership of stock possessing at least fifty (50%) percent of total combined voting power of all classes of stock, or at least fifty (50%) percent of the total value of all classes of stock.  For a partnership or limited liability company, a controlling interest means ownership of at least fifty (50%) percent of the profits interest or capital interest of the entity.  In determining ownership, the rules of Treasury Regulation sections 1.414(c)-3 and 1.414(c)-4 apply.

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“ Restricted Stock ” means Shares awarded to a Participant that are subject to forfeiture and restrictions on transferability in accordance with Section 7.

“ Restricted Stock Unit ” or “ RSU ” means the right to receive one Share at the end of a specified period of time that is subject to forfeiture in accordance with Section 7 of the Plan.

“ Rule 16b-3 ” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3.

“ Section 16(b) ” means Section 16(b) of the Exchange Act.

“ Service Provider ” means an Employee, Director or Consultant.

“ Share ” means a share of Company common stock, as adjusted in accordance with Section 12.

“ Stock Appreciation Right ” or “ SAR ” means the right to receive payment from the Company in an amount no greater than the excess of the Fair Market Value of a Share at the date the SAR is exercised over a specified price fixed by the Administrator in the Award Agreement that is not less than the Fair Market Value of a Share on the Grant Date.  

“ Subsidiary ” means a “subsidiary corporation” as defined in Code section 424(f).

“ Ten Percent Owner ” means any Service Provider who is, on the Grant Date of an ISO, the owner of more than 10% of the total combined voting power of all classes of stock of the Company, any Parent, or any Subsidiary (determined with application of ownership attribution rules of Code section 424(d)).

Adopted by the Board of Directors on May 9, 2008

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Exhibit 10.2

Consultancy Agreement

1.

Parties to this Agreement

a)

Party A: China Biologic Products, Inc. (OTCBB:CBPO)

b)

Party B: Stanley Wong (HKID:G618598(2))

2.

Terms of Consultancy

a)

Fees

i.

RMB40,000 or HK$ equivalent per month (at the exchange rate prevailing at the time of the payment), to be deposited in Party B’s Hong Kong account, without any PRC or Hong Kong personal income taxes or business taxes deducted, and

ii.

Stock Options: Subject to approval by Party A’s Board of Directors (or an appropriate Committee appointed by such Board of Directors), on or before June 1, 2008, Party B will be granted an Option to purchase 50,000 shares of Party A’s common stock (“Shares”) under the Company’s 2008 Equity Incentive Plan (the “Plan”).  The exercise price of the Option will be $4.00 per share; provided, however, that if the fair market value of the Shares as of the grant date is greater than $4.00 per share, then the exercise price of the Option will be the fair market value as of the grant date.  The Option will be vested in full and exercisable on the grant date.  The Option will be evidenced by a Stock Option Agreement as contemplated by the Plan, both of which will govern the Option, notwithstanding any other provision of this Agreement.

b)

During the Contract Period, Party A shall remit the fees or HK$ equivalent on the 15 ^th day of the month following the month in which Party B performs Services (as defined below in Section 3(b)) for Party A, beginning with July 2008, to an account designated by Party B.

3.

Contract Period

a)

June 1, 2008 to December 31, 2008.

b)

Within the first thirty (30) days of the Contract Period, Party B will transition his work and duties to his successor, and during the entire Contract Period, he will provide consultancy services at the request of Party A with respect to capital financing, investor relations and accounting issues (collectively, the “Services”).

c)

Party A agrees to reimburse Party B for reasonable out-of-pocket expenses incurred during the course of Party B’s performance of the Services to Party A, upon presentation by Party B of an itemized account of such expenditures, in accordance with Party A’s practices consistently applied.

4.

Termination

a)

Either Party A or Party B may terminate this Agreement upon thirty (30) days written notice to the other party, or Party A may terminate this Agreement immediately and without notice with “Cause.”  Cause shall be defined as the occurrence of any willful misconduct by Party B, conduct by Party B that violates any applicable laws, or the breach by Party B of the Confidentiality provisions below in Section 6.

b)

In the event that Party A terminates this Agreement for reasons other than for Cause, Party A shall be required to continue to pay Party B his fees on a monthly basis for the remainder of the Contract Period.  

c)

In the event that Party A terminates this Agreement for Cause, Party A shall only be required to pay Party B any fees owed to Party B through the date of termination.

d)

In the event that Party B voluntarily terminates this Agreement for any reason, he shall be paid any fees for the remainder of the thirty (30) day notice period, and thereafter, all obligations of Party A under this Agreement shall cease.

5.

Legal liabilities

a)

Party B agrees to legitimately perform the Services, and warrants that the Services performed will represent Party B’s best efforts and will be of the highest professional standards and quality. However, prior to adopting Party B’s recommendations, Party A shall consult its legal counsel.  

b)

To the extent permitted by law, Party A shall indemnify and hold harmless Party B from any and all liabilities arising out of or in connection with the Services provided by Party B; provided, however, that such indemnification will not extend to matters related to Party A’s termination of this Agreement for Cause. Party A further shall not be responsible for any liabilities arising in connection with Party B’s willful misconduct or conduct that violates any applicable laws, or Party B’s breach of Section 6 (relating to Confidentiality).

6.

Confidentiality

a)

“Confidential Information” is defined as all information and materials, whether written or oral, relating to the business or operations of Party A, Party A’s clients, or of Party A’s opposing parties to a transaction, released or disclosed to the Party B by Party A, Party A’s clients, or by Party A’s opposing parties to a transaction (including their respective directors, officers, employees or representatives), or obtained by Party B through any other means either while Party B was employed by Party A (or any of Party A’s subsidiaries or affiliated companies) or while Party B performs the Services, which are not in the public domain and which in the reasonable opinion of Party A, are confidential, regardless of whether marked or designated as such.

b)

Party B agrees that he will not, both during the Contract Period and thereafter, divulge any Confidential Information, use any Confidential Information for personal purposes or for purposes other than the legitimate performance of Party B’s obligations under this Agreement, cause any unauthorized disclosure of any such Confidential Information by failing to exercise due care or due diligence, or violate any laws or regulations of the PRC pertaining to the use and disclosure of Party A’s Confidential Information or business secrets.

7.

Jurisdiction

a)

This agreement will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

b)

The parties agree to negotiate in good faith to resolve any dispute among them regarding this agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 7(c) shall apply, unless the governing laws require otherwise.

c)

In the event the parties are unable to settle a dispute between them regarding this agreement in accordance with Section 7(b) above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this Section 7(c). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules. The language of the arbitration shall be English.

8.

Severability .  The parties intend this Agreement to be enforced as written.  However, (i) if any portion or provision of this Agreement is to any extent be declared illegal or unenforceable by a duly authorized court or arbitration tribunal having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the geographic area covered thereby, or other aspect of the scope of such provision, the court or arbitration tribunal making such determination will have the power to reduce the duration, geographic area of such provision, or other aspect of the scope of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced.

9.

Both Parties agree to sign this agreement in duplicate.

Party A:

Party B:

For and on behalf of

China Biologic Products, Inc

Director

Stanley Wong

May 9 , 2008

May 9 , 2008

Exhibit 10.3

Employment Agreement

This Employment Agreement (“ Agreement ”), dated as of June, 1, 2008, is entered into between China Biologic Products, Inc., a company established in the United States with its principal office located at No. 14., East Hushan Road, Taian City, Shandong, PRC (“Company”), and Yu-Yun Tristan Kuo (the “ Executive ”).  

WHEREAS, the Company desires to engage the Executive as, and the Executive agrees to serve as, Chief Financial Officer of the Company, upon the terms and conditions contained herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto hereby agree as follows:

1.

EFFECTIVENESS OF AGREEMENT AND EFFECTIVE DATE

This Agreement will become effective as of the date hereof. For the purpose of this Agreement, the term “Effective Date” means June 1, 2008.

2.

EMPLOYMENT AND DUTIES

2.1

General . The Executive will perform such duties and services for the Company as may be designated from time to time by the Board of Directors of the Company (the “ Board ”) or the Chief Executive Officer of the Company. The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the Board and the Chief Executive Officer of the Company and to carry out the functions typically performed by a Chief Financial Officer, including but not limited to responsibility for (i) all financial management and accounting for the Company, (ii) compliance with local GAAP principles (and in a form that can be converted into US GAAP) and all applicable regulatory authorities, and (iii) supervising the Company’s compliance with its SEC reporting obligations, its internal controls and other corporate governance obligations, the Sarbanes-Oxley Act and other applicable securities laws.  The Executive and the Company further agree that the Executive is also serving as the Chief Financial Officer of Shandong Taibang Biological Products Co., Ltd. (“Shandong Taibang”) the Company’s primary operating subsidiary that a substantial portion of the CFO’s time and attention will be devoted to the business and affairs of Shandong Taibang and the Company’s other subsidiary companies (collectively the “Subsidiaries”), that such time and attention to the business and affairs of the Subsidiaries is for the benefit of the Company and in furtherance of the Executive’s duties and responsibilities to the Company under this Agreement and applicable law, and that the CFO will not be required to allocate any fixed minimum amount of time to any one entity during any one time period, although is expected and required to devote substantially all of his time and attention during normal business hours to the affairs of the Company and/or the Subsidiaries.    

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2.2

Term of Employment . The Executive’s employment under this Agreement will  commence as of the date hereof and will terminate on the first year of the Effective Date; provided, however , that the term of the Executive’s employment will be automatically extended without further action of either party for additional one (1) year periods unless written notice of either party’s intention not to extend has been given to the other party hereto at least thirty (30) days prior to the expiration of the then effective term (the initial term and any extensions thereof, the “ Term of Employment ”). Notwithstanding the foregoing, the Executive’s employment may be terminated during the Term of Employment as provided in Section 5 below.

2.3

Reimbursement of Expenses . Unless otherwise agreed to by the Executive and the Company, the Company will reimburse the Executive for reasonable travel and other business expenses incurred by him to fulfill his duties hereunder upon presentation by the Executive of an itemized account of such expenditures, in accordance with Company practices consistently applied.

3.

COMPENSATION

3.1

Base Salary . From the Effective Date, the Executive will be entitled to receive a base salary (“ Base Salary “) at a rate of ￥1,320,000 per annum (to be paid in Executive’s personal accounts), payable in accordance with the Company’s payroll practices and applicable law.  If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, such increased rate will thereafter constitute the Base Salary for all purposes of this Agreement.  Base Salary will not be decreased during the Term of Employment without the mutual consent of Executive and the Company.

3.2

Annual Review . The Executive’s Base Salary will be reviewed by the Board, based upon the Executive’s performance not less than annually.

3.3

Bonus Compensation .  In addition to his Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each calendar year during the Term of Employment in an amount equivalent to one month’s Base Salary if, and to the extent that, Executive remains employed by the Company on December 15th of such calendar year. Such Bonus shall be paid no later than January 15 ^th of the calendar year following the year in which the Bonus is earned.  Executive further may be eligible receive additional bonus compensation as may be awarded to the Executive from time to time by the Board in the sole and absolute discretion of the Board.

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3.4

Additional Compensation .

3.4.1

Initial Stock Option . Subject to approval by the Board of Directors (or an appropriate Committee appointed by such Board of Directors), on or before June 1, 2008, Executive will be granted an option (the “Initial Option”) to purchase 75,000 shares of the Company’s common stock (the “Shares”) under the Company’s 2008 Equity Incentive Plan (the “Plan”).  The Initial Option will be evidenced by a Stock Option Agreement as contemplated by the Plan, both of which will govern the Initial Option, notwithstanding any other provision of this Agreement.  The exercise price of the Initial Option will be $4.00 per share; provided, however, that if the fair market value of the Shares as of the grant date is greater than $4.00 per share, then the exercise price of the Initial Option will be the fair market value as of the grant date.  The Initial Option will vest in accordance with the provisions of the Stock Option Agreement.    

3.4.2

Bonus Upon PIPE Financing . Upon completion of each PIPE financing by the Company (or within one (1) month following the closing of each such financing) and, provided Executive remains employed by the Company on the date of the closing of each such financing, Executive shall receive a cash bonus equivalent to one percent (1%) of the gross proceeds raised via such financing (“Cash Bonus”); provided, however, that if the Company does not complete the first PIPE financing before 12/31/2008, the Executive will not be entitled to any Cash Bonus upon the Company’s completion of its first PIPE financing following 12/31/2008 (but will be eligible to receive the Cash Bonus upon completion by the Company of subsequent PIPE financing as long as he remains employed by the Company on the date of the closing of such subsequent PIPE financing).  In lieu of the cash bonus described above, the Executive may elect to receive an equivalent number of shares of the Company’s common stock at no cost to him.

3.4.3

Stock Option Upon Listing on NASDAQ/NYSE/AMX . Upon the Company’s listing on NASDAQ, NYSE or AMX (or within one (1) month following such listing), and provided Executive remains employed by the Company on the date of such listing, Executive shall receive an option (“Listing Option”) to purchase 50,000 shares of the Company’s common stock pursuant to the Company’s Plan.  The exercise price of the Listing Option shall be the fair market value as of the date of the grant.  The Listing Option shall be immediately vested and exercisable on the date of the grant.  The Listing Option will be evidenced by a Stock Option Agreement as contemplated by the Plan, both of which will govern the Listing Option, notwithstanding any other provision of this Agreement.   

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3.4.4

Executive will be eligible to participate in any employment compensation plan established by the Company under the same terms as other Company executives and at levels recommended by the CEO of the Company and approved by the Board of Directors.

3.5

Taxes . The Company shall be responsible for the employer’s share of taxes as required by United States laws and regulations and the Executive shall be responsible for payment of any personal income or other taxes in the PRC and the United States; provided, however, that if the Company requires the Executive to travel within the United States for more than thirty-five (35) days during any period of twelve (12) consecutive months and, as a result solely of such required travel within the United States, the Executive is unable to claim the foreign earned income exclusion on his United States tax return, the Company shall reimburse the Executive, on a fully grossed-up basis, for any such net United States income taxes, in excess of foreign tax credits, that Executive is required to pay.  

4.

EMPLOYEE BENEFITS

4.1

Leave .  The Executive will be entitled to accrue 15 working days paid annual leave each calendar year (which will not be carried over in the event that they are not used by the Executive).  All annual leave days will be taken at times mutually agreed by the Executive and the Company and will be subject to the business needs of the Company.  If, however, in any calendar year during the Term of Employment, the Executive is unable to take any annual leave due to the business needs of the Company, the Company, in its discretion, shall either pay the Executive the equivalent of 15 working days, or permit the Executive to carry such leave over into the following calendar year.  

4.2

Medical Coverage. The Company will either (a) purchase and provide Executive and his spouse with reasonable medical health insurance that provides coverage both within and outside the PRC or (b) reimburse the Executive for the premiums he incurs for purchasing such medical health insurance for himself and his spouse.

4.3

Home Trip Allowance .  After being employed with the Company for twelve (12) months, and following the conclusion of each subsequent twelve (12) month period thereafter, the Executive and his spouse will each be entitled to one (1) return home round trip air ticket (business class airfare).

4.4

Travel Benefit .  In the event that the Company requires the Executive to travel in the United States for more than twenty (20) days (but less than thirty-five (35) days) during any period of twelve (12) consecutive months, the Company will either purchase for Executive a total of two (2) roundtrip tickets (economy class airfare) to be used by his sons to visit the Executive in the PRC or provide the Executive with compensation equivalent for such tickets.

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4.5

Other Programs .  The Executive will, during his employment under this Agreement, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, incentive compensation, profit sharing, bonuses, disability benefits, health and life insurance, or vacation and paid holiday) which may be established by the Company for, or made available to, its executives generally.

5.

TERMINATION OF EMPLOYMENT

5.1

Termination Events .

5.1.1.

By the Company . The Company may terminate the Executive’s employment immediately with Cause, without Cause upon thirty (30) days notice to the Executive, or upon the Executive’s death or Permanent Disability (as hereinafter defined).

5.1.2.

By the Executive . The Executive may terminate his employment at any time for any reason upon thirty (30) days written notice to the Company.      

5.2

Termination by Company With Cause . If the Executive’s employment is terminated by the Company with Cause, the Company shall pay to the Executive all compensation to which the Executive is entitled through the date of termination, and thereafter, all of the Company’s obligations under this Agreement shall cease.

5.3

Termination by Company Without Cause .  Except in situations where the Executive’s employment is terminated for Cause, by death or by Permanent Disability, in the event that the Company terminates Executive’s employment at any time without Cause, Executive shall continue to receive his Base Salary through the last day of the thirty (30) day notice period, payable in the form of salary continuation.  In addition, the Company shall reimburse Executive for actual relocation expenses incurred by Executive relocating from the PRC to the United States or, if Executive so chooses, to another location in the PRC, upon presentation by the Executive of an itemized account of such expenditures, in accordance with Company practices consistently applied.     

5.4

Voluntary Resignation . If the Executive terminates his employment voluntarily, then the Executive shall not be entitled to receive payment of any severance benefits.  The Company further shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of notice period required under Section 5.1.2 as long as the Company provides Executive with all compensation to which he would be entitled for continuing employment through the last day of the notice period.  Thereafter, all obligations of the Company under this Agreement shall cease.

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5.5

Cause . Termination for “ Cause” means termination of the Executive’s employment by the Company because of:

(i)

any act or omission that constitutes a breach by the Executive of any of his obligations under this Agreement or any Company policy or procedure and failure to cure such breach after notice of, and a reasonable opportunity to cure, such breach;

(ii)

the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company;

(iii)

an alleged act (with credible substantiated evidence) of moral turpitude, dishonesty, fraud or violation of law (whether or not connected to the Company or its Affiliates (as defined in Section 8.1 )) by, or criminal conviction of, the Executive which in the determination of the Board (in its sole discretion) would render his continued employment by the Company damaging or detrimental to the Company or its Affiliates in any way; or

(iv)

any misappropriation of Company property by the Executive.

6.

DEATH OR DISABILITY

In the event of termination of employment by reason of non-work-related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to Base Salary and benefits determined under Sections 3 and 4 through the date of termination.  In the event of termination of employment by reason of work related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to the greater of (i) Base Salary and benefits determined under Sections 3 and 4 through the date of termination, or (ii) the minimum compensation permitted by applicable law. Other benefits will be determined in accordance with the benefit plans maintained by the Company, and the Company will have no further obligation hereunder. For purposes of this Agreement, “ Permanent Disability ” means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties as an employee of the Company, which disability or infirmity exists for any continuous period of 180 days.

7.

CONFIDENTIALITY

7.1

Confidentiality . The Executive covenants and agrees with the Company that he will not at any time during the Term of Employment and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company or any of its subsidiaries and Affiliates. The term “confidential information” includes information not previously made generally available to the public or to the trade by the Company’s management, with respect to the Company’s or any of its subsidiaries’ or Affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s products), business plans, prospects or opportunities, but will exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under Section 7.1 . The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law provided that the Executive provides the Company with prompt written notice of such requirement.

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7.2

Acknowledgment of Company Assets . The Executive acknowledges that the Company, at the Company’s expense, has acquired, created and maintains, and will continue to acquire, create and maintain, significant goodwill with its current and prospective customers, vendors and employees, and that such goodwill is valuable property of the Company.  The Executive further acknowledges that to the extent such goodwill will be generated through the Executive’s efforts, such efforts will be funded by the Company and the Executive will be fairly compensated for such efforts. The Executive acknowledges that all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive.

7.3

Exclusive Property . The Executive confirms that all confidential information is and will remain the exclusive property of the Company.  All business records, papers and documents kept or made by Executive relating to the business of the Company will be and remain the property of the Company, except for such papers customarily deemed to be the personal copies of the Executive.  Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all of the following that are in the Executive’s possession or under his control: (i) all computers, telecommunication devices and other tangible property of the Company and its Affiliates, and (ii) all documents and other materials, in whatever form, which include confidential information or which otherwise relate in whole or in part to the present or prospective business of the Company or its Affiliates, including but not limited to, drawings, graphs, charts, specifications, notes, reports, memoranda, and computer disks and tapes, and all copies thereof.

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7.4

Communication to Third Parties . The Executive agrees that Company will have the right to communicate the terms of this Section 7 to any third parties, including but not limited to, any prospective employer of the Executive. The Company waives any right to assert any claim for damages against Company or any officer, employee or agent of Company arising from such disclosure of the terms of this Section 7 .

7.5

Independent Obligations . The provisions of this Section 7 will be independent of any other provision of this Agreement. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense of the enforcement of this Section 7 by the Company.

7.6

Non-Exclusivity . The Company’s rights and the Executive’s obligations set forth in this Section 7 are in addition to, and not in lieu of, all rights and obligations provided by applicable statutory or common law.

8.

INDEMNIFICATION

8.1

Indemnification of the Executive . The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations, against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an Executive of the Company or any of its subsidiaries or Affiliates (whether or not he continues to be an Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an Executive of the Company or any of its subsidiaries or Affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 8.1 to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 8.1 will survive the term of this Agreement by a period of six (6) years.  “ Affiliate ” means, with respect to any person or entity, any other person or entity that is directly, or indirectly through one or more intermediaries, controlled by, controlling or under common control with such person or entity.

8.2

Indemnification of the Company . The Executive will indemnify and keep the Company fully indemnified at all times from and against all claims, suits, proceedings, fines, punishment, loss, damage, costs and liabilities whatsoever incurred or sustained by the Company in connection with or arising out of or as a consequence of any breach by the Executive of the confidentiality obligations set forth above.

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9.

FOREIGN CORRUPT PRACTICES ACT .

The Company and the Executive each represent and warrant that it is aware of and familiar with the provisions of the Foreign Corrupt Practices Act of 1977, as amended by the Omnibus Trade and Competitiveness Act of 1988 ("FCPA”), and the rules and regulations thereunder, and its purpose.  Each party agrees that it will take no action and make no payment in violation of, or which might cause the Company or the Executive to be in violation of, the FCPA, including, but not limited to, the making of unlawful payments to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds.

10.

MISCELLANEOUS.

10.1

Severability . The parties intend this Agreement to be enforced as written.  However, (i) if any portion or provision of this Agreement is to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the geographic area covered thereby, or other aspect of the scope of such provision, the court making such determination will have the power to reduce the duration, geographic area of such provision, or other aspect of the scope of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced.  

10.2

Assignment . The rights and obligations of this Agreement will bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties.  Neither this Agreement nor any rights hereunder will be assignable or otherwise subject to hypothecation by the Executive.

10.3

Entire Agreement . This Agreement represents the entire agreement of the Company and the Executive and will supersede any and all previous contracts, arrangements or understandings.

10.4

Governing Law .  This Agreement will be construed and interpreted in accordance with and governed by the law of the State of Delaware, USA, without regard to the choice-of-law provisions thereof that might direct the application of the law of another jurisdiction.

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10.5

Dispute Resolution .  Any legal action or proceeding with respect to this Agreement shall be brought in the courts of Delaware, or the United States District Court for the District of Delaware.  By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.   

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Executive and the authorized representative of China Biologic Products, Inc., execute and enter into this Agreement as of the date first written above.

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Exhibit 10.4

Employment Agreement

This Employment Agreement (“ Agreement ”), dated as of June, 1, 2008, is entered into between China Biologic Products, Inc., a company established in the United States with its principal office located at No. 14., East Hushan Road, Taian City, Shandong, PRC (“Company”), and Chao Ming Zhao (the “ Executive ”).  

WHEREAS, the Company desires to engage the Executive as, and the Executive agrees to serve as, Chief Executive Officer of the Company, upon the terms and conditions contained herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto hereby agree as follows:

1.

EFFECTIVENESS OF AGREEMENT AND EFFECTIVE DATE

This Agreement will become effective as of the date hereof. For the purpose of this Agreement, the term “Effective Date” means June 1, 2008.

2.

EMPLOYMENT AND DUTIES

2.1

General . The Executive will perform such duties and services for the Company as may be designated from time to time by the Board of Directors of the Company (the “ Board ”). The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the Board and to carry out the functions typically performed by a Chief Executive Officer.  He further agrees to perform such duties in accordance with the general fiduciary duties of officers and directors arising under the Delaware General Corporation Law. The Executive and the Company further agree that the Executive is also serving as Vice President of Shandong Taibang Biological Products Co., Ltd. (“Shandong Taibang”) the Company’s primary operating subsidiary, pursuant to an Employment Agreement dated as of June 1, 2008, that a substantial portion of the CEO’s time and attention will be devoted to the business and affairs of Shandong Taibang and the Company’s other subsidiary companies (collectively the “Subsidiaries”), that such time and attention to the business and affairs of the Subsidiaries is for the benefit of the Company and in furtherance of the Executive’s duties and responsibilities to the Company under this Agreement and applicable law, and that the CEO will not be required to allocate any fixed minimum amount of time to any one entity during any one time period, although is expected and required to devote substantially all of his time and attention during normal business hours to the affairs of the Company and/or the Subsidiaries.    

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2.2

Term of Employment . The Executive’s employment under this Agreement will  commence as of the date hereof and will terminate on the first year of the Effective Date; provided, however , that the term of the Executive’s employment will be automatically extended without further action of either party for additional one (1) year periods unless written notice of either party’s intention not to extend has been given to the other party hereto at least thirty (30) days prior to the expiration of the then effective term (the initial term and any extensions thereof, the “ Term of Employment ”). Notwithstanding the foregoing, the Executive’s employment may be terminated during the Term of Employment as provided in Section 5 below.

2.3

Reimbursement of Expenses . Unless otherwise agreed to by the Executive and the Company, the Company will reimburse the Executive for reasonable travel and other business expenses incurred by him to fulfill his duties hereunder upon presentation by the Executive of an itemized account of such expenditures, in accordance with Company practices consistently applied.

3.

COMPENSATION

3.1

Base Salary . From the Effective Date, the Executive will be entitled to receive a base salary (“ Base Salary “) at a rate of ￥840,000 per annum, payable in accordance with the Company’s payroll practices and applicable law. If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, such increased rate will thereafter constitute the Base Salary for all purposes of this Agreement.  Base Salary will not be decreased during the Term of Employment without the mutual consent of Executive and the Company.

3.2

Annual Review . The Executive’s Base Salary will be reviewed by the Board, based upon the Executive’s performance not less than annually.

3.3

Bonus Compensation .  In addition to his Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each calendar year during the Term of Employment in an amount equivalent to one month’s Base Salary if, and to the extent that, Executive remains employed by the Company on December 15th of such calendar year. Such Bonus shall be paid no later than January 15 ^th of the calendar year following the year in which the Bonus is earned.  Executive further may be eligible receive additional bonus compensation as may be awarded to the Executive from time to time by the Board in the sole and absolute discretion of the Board.

3.4

Additional Compensation .

3.4.1

Initial Stock Option . Subject to approval by the Board of Directors (or an appropriate Committee appointed by such Board of Directors), on or before June 1, 2008, Executive will be granted an option (the “Initial Option”) to purchase 115,000 shares of the Company’s common stock (the “Shares”) under the Company’s 2008 Equity Incentive Plan (the “Plan”).  The exercise price of the Initial Option will be $4.00 per share; provided, however, that if the fair market value of the Shares as of the grant date is greater than $4.00 per share, then the exercise price of the Initial Option will be the fair market value as of the grant date.  The Initial Option will be vested in full and exercisable on the grant date.  The Initial Option will be evidenced by a Stock Option Agreement as contemplated by the Plan, both of which will govern the Initial Option, notwithstanding any other provision of this Agreement.      

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3.4. 2

The Company may, in its sole discretion, award Executive additional equity-based compensation. Employee further will be eligible to participate in any employment compensation plan established by the Company under the same terms as other Company executives and at levels recommended by the CEO of the Company and approved by the Board of Directors.  

4.

EMPLOYEE BENEFITS

4.1

Leave .  The Executive will be entitled to accrue 15 working days paid annual leave each calendar year (which will not be carried over in the event that they are not used by the Executive).  All annual leave days will be taken at times mutually agreed by the Executive and the Company and will be subject to the business needs of the Company.  If, however, in any calendar year during the Term of Employment, the Executive is unable to take any annual leave due to the business needs of the Company, the Company, in its discretion, shall either pay the Executive the equivalent of 15 working days, or permit the Executive to carry such leave over into the following calendar year.  

4.2

Other Programs .  The Executive will, during his employment under this Agreement, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, incentive compensation, profit sharing, bonuses, disability benefits, health and life insurance, or vacation and paid holiday) which may be established by the Company for, or made available to, its executives generally.

5.

TERMINATION OF EMPLOYMENT

5.1

Termination Events .

5.1.1.

By the Company . The Company may terminate the Executive’s employment immediately with Cause, without Cause upon thirty (30) days notice to the Executive, or upon the Executive’s death or Permanent Disability (as hereinafter defined).

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5.1.2.

By the Executive . The Executive may terminate his employment at any time for any reason upon thirty (30) days written notice to the Company.      

5.2

Termination by Company With Cause . If the Executive’s employment is terminated by the Company with Cause, the Company shall pay to the Executive all compensation to which the Executive is entitled through the date of termination, and thereafter, all of the Company’s obligations under this Agreement shall cease.

5.3

Termination by Company Without Cause .  Except in situations where the Executive’s employment is terminated for Cause, by death or by Permanent Disability, in the event that the Company terminates Executive’s employment at any time without Cause, Executive shall continue to receive his Base Salary through the last day of the thirty (30) day notice period, payable in the form of salary continuation.       

5.4

Voluntary Resignation . If the Executive terminates his employment voluntarily, then the Executive shall not be entitled to receive payment of any severance benefits.  The Company further shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of notice period required under Section 5.1.2 as long as the Company provides Executive with all compensation to which he would be entitled for continuing employment through the last day of the notice period.  Thereafter, all obligations of the Company under this Agreement shall cease.

5.5

Cause . Termination for “ Cause” means termination of the Executive’s employment by the Company because of:

(i)

any act or omission that constitutes a breach by the Executive of any of his obligations under this Agreement or any Company policy or procedure and failure to cure such breach after notice of, and a reasonable opportunity to cure, such breach;

(ii)

the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company;

(iii)

an alleged act (with credible substantiated evidence) of moral turpitude, dishonesty, fraud or violation of law (whether or not connected to the Company or its Affiliates (as defined in Section 8.1 )) by, or criminal conviction of, the Executive which in the determination of the Board (in its sole discretion) would render his continued employment by the Company damaging or detrimental to the Company or its Affiliates in any way; or

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(iv)

any misappropriation of Company property by the Executive.

6.

DEATH OR DISABILITY

In the event of termination of employment by reason of non-work-related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to Base Salary and benefits determined under Sections 3 and 4 through the date of termination.  In the event of termination of employment by reason of work related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to the greater of (i) Base Salary and benefits determined under Sections 3 and 4 through the date of termination, or (ii) the minimum compensation permitted by applicable law. Other benefits will be determined in accordance with the benefit plans maintained by the Company, and the Company will have no further obligation hereunder. For purposes of this Agreement, “ Permanent Disability ” means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties as an employee of the Company, which disability or infirmity exists for any continuous period of 180 days.

7.

CONFIDENTIALITY

7.1

Confidentiality . The Executive covenants and agrees with the Company that he will not at any time during the Term of Employment and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company or any of its subsidiaries and Affiliates. The term “confidential information” includes information not previously made generally available to the public or to the trade by the Company’s management, with respect to the Company’s or any of its subsidiaries’ or Affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s products), business plans, prospects or opportunities, but will exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under Section 7.1 . The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law provided that the Executive provides the Company with prompt written notice of such requirement.

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7.2

Acknowledgment of Company Assets . The Executive acknowledges that the Company, at the Company’s expense, has acquired, created and maintains, and will continue to acquire, create and maintain, significant goodwill with its current and prospective customers, vendors and employees, and that such goodwill is valuable property of the Company.  The Executive further acknowledges that to the extent such goodwill will be generated through the Executive’s efforts, such efforts will be funded by the Company and the Executive will be fairly compensated for such efforts. The Executive acknowledges that all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive.

7.3

Exclusive Property . The Executive confirms that all confidential information is and will remain the exclusive property of the Company.  All business records, papers and documents kept or made by Executive relating to the business of the Company will be and remain the property of the Company, except for such papers customarily deemed to be the personal copies of the Executive.  Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all of the following that are in the Executive’s possession or under his control: (i) all computers, telecommunication devices and other tangible property of the Company and its Affiliates, and (ii) all documents and other materials, in whatever form, which include confidential information or which otherwise relate in whole or in part to the present or prospective business of the Company or its Affiliates, including but not limited to, drawings, graphs, charts, specifications, notes, reports, memoranda, and computer disks and tapes, and all copies thereof.

7.4

Communication to Third Parties . The Executive agrees that Company will have the right to communicate the terms of this Section 7 to any third parties, including but not limited to, any prospective employer of the Executive. The Company waives any right to assert any claim for damages against Company or any officer, employee or agent of Company arising from such disclosure of the terms of this Section 7 .

7.5

Independent Obligations . The provisions of this Section 7 will be independent of any other provision of this Agreement. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense of the enforcement of this Section 7 by the Company.

7.6

Non-Exclusivity . The Company’s rights and the Executive’s obligations set forth in this Section 7 are in addition to, and not in lieu of, all rights and obligations provided by applicable statutory or common law.

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8.

INDEMNIFICATION

8.1

Indemnification of the Executive . The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations, against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an Executive of the Company or any of its subsidiaries or Affiliates (whether or not he continues to be an Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an Executive of the Company or any of its subsidiaries or Affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 8.1 to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 8.1 will survive the term of this Agreement by a period of six (6) years.  “ Affiliate ” means, with respect to any person or entity, any other person or entity that is directly, or indirectly through one or more intermediaries, controlled by, controlling or under common control with such person or entity.

8.2

Indemnification of the Company .

The Executive will indemnify and keep the Company fully indemnified at all times from and against all claims, suits, proceedings, fines, punishment, loss, damage, costs and liabilities whatsoever incurred or sustained by the Company in connection with or arising out of or as a consequence of any breach by the Executive of the confidentiality obligations set forth above.

9.

FOREIGN CORRUPT PRACTICES ACT .

The Company and the Executive each represent and warrant that it is aware of and familiar with the provisions of the Foreign Corrupt Practices Act of 1977, as amended by the Omnibus Trade and Competitiveness Act of 1988 (“FCPA”), and the rules and regulations thereunder, and its purpose.  Each party agrees that it will take no action and make no payment in violation of, or which might cause the Company or the Executive to be in violation of, the FCPA, including, but not limited to, the making of unlawful payments to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds.

10.

MISCELLANEOUS.

10.1

Severability . The parties intend this Agreement to be enforced as written.  However, (i) if any portion or provision of this Agreement is to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the geographic area covered thereby, or other aspect of the scope of such provision, the court making such determination will have the power to reduce the duration, geographic area of such provision, or other aspect of the scope of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced.  

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10.2

Assignment . The rights and obligations of this Agreement will bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties.  Neither this Agreement nor any rights hereunder will be assignable or otherwise subject to hypothecation by the Executive.

10.3

Entire Agreement . This Agreement represents the entire agreement of the Company and the Executive and will supersede any and all previous contracts, arrangements or understandings.

10.4

Governing Law .  This Agreement will be construed and interpreted in accordance with and governed by the law of the State of Delaware, USA, without regard to the choice-of-law provisions thereof that might direct the application of the law of another jurisdiction.

10.5

Dispute Resolution .  Any legal action or proceeding with respect to this Agreement shall be brought in the courts of Delaware, or the United States District Court for the District of Delaware.  By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.   

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Executive and the authorized representative of China Biologic Products, Inc., execute and enter into this Agreement as of the date first written above.

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Exhibit 10.5

CHINA BIOLOGIC PRODUCTS, INC.

2008 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the China Biologic Products, Inc. 2008 Equity Incentive Plan (the “Plan”).   

I.