FORM
      OF WARRANT

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    Class
      B
      No.
07-01B-
      1 

    


    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


    COMMON
      STOCK PURCHASE WARRANT

    SERIES
      2007-01

     

    1. Issuance.
      In
      consideration of good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged by SKYSTAR
      BIO-PHARMACEUTICAL COMPANY,
      a
      Nevada corporation (the “Company”), _____________________________
      or
      registered assigns (the “Holder”) is hereby granted the right to purchase at any
      time, on or after the Commencement Date (as defined below) until 5:00 P.M.,
      New
      York City time, on the Expiration Date (as defined below), _________________
      Thousand __________ (____________)2 
      fully
      paid and nonassessable shares of the Company’s Common Stock, $0.001 par value
      per share (the “Common Stock”), at an initial exercise price per share (the
“Exercise Price”) of $1.20 per share, subject to further adjustment as set forth
      herein. This Warrant is being issued pursuant to the terms of that certain
      Securities Purchase Agreement, dated as of February 26, 2007 (the “Securities
      Purchase Agreement”), to which the Company and Holder (or Holder’s predecessor
      in interest) are parties. Capitalized terms not otherwise defined herein shall
      have the meanings ascribed to them in the Securities Purchase Agreement. This
      Warrant was originally issued to the Holder of the Holder’s predecessor in
      interest on _____________, 20073 
      (the
“Issue Date”).

     

    
      
        ___________________________

        1Insert
          unique sequential number for each Warrant.

      

      
        2Insert
          number equal to Buyer’s Issue Date Conversion Shares for the Closing
          Date.

         

        
          
             

          

          
             

            
              

            

          

          
             


        

      

    

    


    2. Exercise
      of Warrants.

    


    2.1 General.

    


    (a)
      This
      Warrant is exercisable in whole or in part at any time and from time to time
      commencing on the Commencement Date (as defined below). Such exercise shall
      be
      effectuated by submitting to the Company (either by delivery to the Company
      or
      by facsimile transmission as provided in Section 8 hereof) a completed and
      duly
      executed Notice of Exercise (substantially in the form attached to this Warrant
      Certificate) as provided in the Notice of Exercise (or revised by notice given
      by the Company as contemplated by the Section headed “NOTICES” in the Securities
      Purchase Agreement). The date such Notice of Exercise is faxed to the Company
      shall be the “Exercise Date,” provided that, if such exercise represents the
      full exercise of the outstanding balance of the Warrant, the Holder of this
      Warrant tenders this Warrant Certificate to the Company within five (5) Trading
      Days thereafter. The Notice of Exercise shall be executed by the Holder of
      this
      Warrant and shall indicate (i) the number of shares then being purchased
      pursuant to such exercise and (ii) if applicable (as provided below), whether
      the exercise is a cashless exercise. 

    


    (b)
      The
      provisions of this Section 2.1(b) shall only be applicable (i) (x) on or after
      the first anniversary of the Issue Date, and (y) if, and only if, on the
      Exercise Date there is no effective Registration Statement covering the Warrant
      Shares (other than during a Permitted Suspension Period, as defined in the
      Registration Rights Agreement), and (ii) on the Automatic Exercise Date (as
      defined below), even if there is an effective Registration Statement covering
      the Warrant Shares on such date. If the Notice of Exercise form elects a
“cashless” exercise, the Holder shall thereby be entitled to receive a number of
      shares of Common Stock equal to (w) the excess of the Current Market Value
      (as
      defined below) over the total cash exercise price of the portion of the Warrant
      then being exercised, divided by (x) the Market Price of the Common Stock.
      For
      the purposes of this Warrant, the terms (y) “Current Market Value” shall mean an
      amount equal to the Market Price of the Common Stock, multiplied by the number
      of shares of Common Stock specified in the applicable Notice of Exercise, and
      (z) “Market Price of the Common Stock” shall mean the average Closing Price of
      the Common Stock for the three (3) Trading Days ending on the Trading Day
      immediately prior to the Exercise Date. 

    


    (c)
      If
      the Holder provides on the Notice of Exercise form that the Holder has elected
      a
“cash” exercise (or if the cashless exercise referred to in the immediately
      preceding paragraph (b) is not available in accordance with its terms), the
      Exercise Price per share of Common Stock for the shares then being exercised
      shall be payable, at the election of the Holder, in cash or by certified or
      official bank check or by wire transfer in accordance with instructions provided
      by the Company at the request of the Holder.

     

    ___________________________

    
      3Insert
        the Closing Date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    (d)
      Upon
      the appropriate payment, if any, of the Exercise Price for the shares of Common
      Stock purchased, together with the surrender of this Warrant Certificate (if
      required), the Holder shall be entitled to receive a certificate or certificates
      for the shares of Common Stock so purchased. The Company shall deliver such
      certificates representing the Warrant Shares in accordance with the instructions
      of the Holder as provided in the Notice of Exercise (the certificates delivered
      in such manner, the “Warrant Share Certificates”) within three (3) Trading Days
      (such third Trading Day, a “Delivery Date”) of (i) with respect to a “cashless
      exercise,” the Exercise Date or the Automatic Exercise Date, as the case may be,
      or, (ii) with respect to a “cash” exercise, the later of the Exercise Date or
      the date the payment of the Exercise Price for the relevant Warrant Shares
      is
      received by the Company.

    


    (e)
      The
      Holder shall be deemed to be the holder of the shares issuable to it in
      accordance with the provisions of this Section 2.1 on the Exercise Date.


    


    2.2 Reserved.

    


    2.3 Automatic
      Exercise.
      If any
      portion of this Warrant remains unexercised as of the Expiration Date and the
      Market Price of the Common Stock as of the Expiration Date is greater than
      the
      applicable Exercise Price as of the Expiration Date, then, without further
      action by the Holder, this Warrant shall be deemed to have been exercised
      automatically on the date (the “Automatic Exercise Date”) which is the day
      immediately prior to the close of business on the Expiration Date (or, in the
      event that the Expiration Date is not a Business Day, the immediately preceding
      Business Day) as if the Holder had duly given a Notice of Exercise for a
“cashless” exercise as contemplated by Section 2.1(b) hereof, and the Holder (or
      such other person or persons as directed by the Holder) shall be treated for
      all
      purposes as the holder of record of such Warrant Shares as of the close of
      business on such Automatic Exercise Date. This Warrant shall be deemed to be
      surrendered to the Company on the Automatic Exercise Date by virtue of this
      Section 2.3 without any action by the Holder.

    


    2.4 Certain
      Definitions.
      As used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:

    


    (a)
      “Commencement Date” means the date which is the earlier of (i) sixty-five days
      after the Closing Date, or (ii) the Effective Date. 

     

    (b)
      “Expiration Date” means the date which is the last calendar day of the month in
      which the third anniversary of the Effective Date occurs.

    


    3. Reservation
      of Shares.
      The
      Company hereby agrees that, at all times during the term of this Warrant, there
      shall be reserved for issuance upon exercise of this Warrant, one hundred
      percent (100%) of the number of shares of its Common Stock as shall be required
      for issuance of the Warrant Shares for the then unexercised portion of this
      Warrant. For the purposes of such calculations, the Company should assume that
      the outstanding portion of this Warrants was exercisable in full at any time,
      without regard to any restrictions which might limit the Holder’s right to
      exercise all or any portion of this Warrant held by the Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Mutilation
      or Loss of Warrant.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) receipt of reasonably satisfactory indemnification, and (in the
      case of mutilation) upon surrender and cancellation of this Warrant, the Company
      will execute and deliver a new Warrant of like tenor and date and any such
      lost,
      stolen, destroyed or mutilated Warrant shall thereupon become void.

    


    5. Rights
      of the Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
      in the Company, either at law or equity, and the rights of the Holder are
      limited to those expressed in this Warrant and are not enforceable against
      the
      Company except to the extent set forth herein.

    


    6. Protection
      Against Dilution and Other Adjustments.
      

    


    6.1 Adjustment
      Mechanism.
      If an
      adjustment of the Exercise Price is required pursuant to this Section 6 (other
      than pursuant to Section 6.4), the Holder shall be entitled to purchase such
      number of shares of Common Stock as will cause (i) (x) the total number of
      shares of Common Stock Holder is entitled to purchase pursuant to this Warrant
      following such adjustment, multiplied by (y) the adjusted Exercise Price per
      share, to equal the result of (ii) (x) the dollar amount of the total number
      of
      shares of Common Stock Holder is entitled to purchase before adjustment,
      multiplied by (y) the total Exercise Price before adjustment.

    


    6.2 Capital
      Adjustments.
      In case
      of any stock split or reverse stock split, stock dividend, reclassification
      of
      the Common Stock, recapitalization, merger or consolidation (where the Company
      is not the surviving entity), the provisions of this Section 6 shall be applied
      as if such capital adjustment event had occurred immediately prior to the date
      of this Warrant and the original Exercise Price had been fairly allocated to
      the
      stock resulting from such capital adjustment; and in other respects the
      provisions of this Section shall be applied in a fair, equitable and reasonable
      manner so as to give effect, as nearly as may be, to the purposes hereof. A
      rights offering to stockholders shall be deemed a stock dividend to the extent
      of the bargain purchase element of the rights. The Company will not effect
      any
      consolidation or merger, unless prior to the consummation thereof, the successor
      or acquiring entity (if other than the Company) and, if an entity different
      from
      the successor or acquiring entity, the entity whose capital stock or assets
      the
      holders of the Common Stock of the Company are entitled to receive as a result
      of such consolidation or merger assumes by written instrument the obligations
      under this Warrant (including under this Section 6) and the obligations to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.3 Adjustment
      for Spin Off.
      If, for
      any reason, prior to the exercise of this Warrant in full, the Company spins
      off
      or otherwise divests itself of a part of its business or operations or disposes
      all or of a part of its assets in a transaction (the “Spin Off”) in which the
      Company does not receive compensation for such business, operations or assets,
      but causes securities of another entity (the “Spin Off Securities”) to be issued
      to security holders of the Company, then the Company shall cause (i) to be
      reserved Spin Off Securities equal to the number thereof which would have been
      issued to the Holder had all of the Holder’s unexercised Warrants outstanding on
      the record date (the “Record Date”) for determining the amount and number of
      Spin Off Securities to be issued to security holders of the Company (the
“Outstanding Warrants”) been exercised as of the close of business on the
      Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”),
      and (ii) to be issued to the Holder on the exercise of all or any of the
      Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to
      (x)
      the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the
      numerator is the amount of the Outstanding Warrants then being exercised, and
      (II) the denominator is the amount of the Outstanding Warrants.

    


    6.4 Adjustment
      for Certain Transactions.
      Reference is made to the provisions of Section 4(g) of the Securities Purchase
      Agreement, the terms of which are incorporated herein by reference. The number
      of shares covered by this Warrant and the Exercise Price shall be adjusted
      as
      provided in the applicable provisions of said Section 4(g) of the Securities
      Purchase Agreement.

    


    7. Transfer
      to Comply with the Securities Act; Registration Rights.

    


    7.1
       Transfer.
      This
      Warrant has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and has been issued to the Holder for investment and not with a view
      to the distribution of either the Warrant or the Warrant Shares. Neither this
      Warrant nor any of the Warrant Shares or any other security issued or issuable
      upon exercise of this Warrant may be sold, transferred, pledged or hypothecated
      in the absence of an effective registration statement under the Act relating
      to
      such security or an opinion of counsel satisfactory to the Company that
      registration is not required under the Act. Each certificate for the Warrant,
      the Warrant Shares and any other security issued or issuable upon exercise
      of
      this Warrant shall contain a legend on the face thereof, in form and substance
      satisfactory to counsel for the Company, setting forth the restrictions on
      transfer contained in this Section. Notwithstanding the foregoing, the Company
      shall have no obligation to amend any then effective registration statement
      covering the resale of the Warrant Shares issuable on exercise of the
      transferred portion of this Warrant to include the transferee, as a selling
      shareholder thereof, if inclusion of the transferee would require a
      post-effective amendment to such registration statement.

    


    7.2 Registration
      Rights. 
      (a)
      Reference is made to the Registration Rights Agreement. The Company’s
      obligations under the Registration Rights Agreement and the other terms and
      conditions thereof with respect to the Warrant Shares, if any, including, but
      not necessarily limited to (but limited to the extent contemplated thereby),
      the
      Company’s commitment to file a registration statement including the Warrant
      Shares, to have the registration of the Warrant Shares completed and effective,
      and to maintain such registration, are incorporated herein by
      reference.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
      In
      addition to the registration rights referred to in the preceding provisions
      of
      Section 7.2(a), effective after the expiration of the effectiveness of the
      Registration Statement as contemplated by the Registration Rights Agreement,
      the
      Holder shall have piggy-back registration rights with respect to the Warrant
      Shares then held by the Holder or then subject to issuance upon exercise of
      this
      Warrant (collectively, the “Remaining Warrant Shares”), subject to the
      conditions set forth below. If, at any time after the Registration Statement
      has
      ceased to be effective, the Company participates (whether voluntarily or by
      reason of an obligation to a third party) in the registration of any shares
      of
      the Company’s stock (other than a registration on Form S-8 or on Form S-4), the
      Company shall give written notice thereof to the Holder and the Holder shall
      have the right, exercisable within ten (10) Trading Days after receipt of such
      notice, to demand inclusion of all or a portion of the Holder’s Remaining
      Warrant Shares in such registration statement. If the Holder exercises such
      election, the Remaining Warrant Shares so designated shall be included in the
      registration statement at no cost or expense to the Holder (other than any
      costs
      or commissions which would be borne by the Holder under the terms of the
      Registration Rights Agreement). The Holder’s rights under this Section 7 shall
      expire at such time as the Holder can sell all of the Remaining Warrant Shares
      under Rule 144 without volume or other restrictions or limit.

    


    8. Late
      Delivery of Warrant Shares.
      Reference is made to Section 5(b) of the Securities Purchase Agreement, the
      terms of which are incorporated herein by reference.

    


    9. Notices.
      Any
      notice required or permitted hereunder shall be given in manner provided in
      the
      Section headed “NOTICES” in the Securities Purchase Agreement, the terms of
      which are incorporated herein by reference.

    


    10. Supplements
      and Amendments; Whole Agreement.
      This
      Warrant may be amended or supplemented only by an instrument in writing signed
      by the parties hereto. This Warrant contains the full understanding of the
      parties hereto with respect to the subject matter hereof and thereof and there
      are no representations, warranties, agreements or understandings other than
      expressly contained herein and therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    11. Governing
      Law.
      This
      Warrant shall be deemed to be a contract made under the laws of the State of
      New
      York for contracts to be wholly performed in such state and without giving
      effect to the principles thereof regarding the conflict of laws. Each of the
      parties consents to the jurisdiction of the federal courts whose districts
      encompass any part of the County of New York or the state courts of the State
      of
      New York sitting in the County of New York in connection with any dispute
      arising under this Warrant and hereby waives, to the maximum extent permitted
      by
      law, any objection, including any objection based on
      forum non conveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Holder for any reasonable legal
      fees and disbursements incurred by the Holder in enforcement of or protection
      of
      any of its rights under any of the Transaction Agreements.

    


    12. JURY
      TRIAL WAIVER.
      The
      Company and the Holder hereby waive a trial by jury in any action, proceeding
      or
      counterclaim brought by either of the Parties hereto against the other in
      respect of any matter arising out or in connection with this
      Warrant.

    


    13. Remedies.
      The
      Company stipulates that the remedies at law of the Holder of this Warrant in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms may be
      specifically enforced by a decree for the specific performance of any agreement
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.

    


    14. Counterparts.
      This
      Warrant may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

    


    [Balance
      of page intentionally left blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

    

    15. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Warrant are inserted for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof.

    


    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      by
      an officer thereunto duly authorized.

    


    Dated:
      _________________, 200__

     

    
      	 	 	 
	 	SKYSTAR
              BIO-PHARMACEUTICAL COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	 	 
	 	(Print Name)
	 	 
	
               

            	(Title)


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOTICE
      OF
      EXERCISE OF WARRANT

    


    
      	TO:	
              SKYSTAR
                BIO-PHARMACEUTICAL COMPANY:

            


    

    Rm.
      10601, Jiezuo Plaza, No. 4, 

    Fenghui
      Road South 

    Gaoxin
      District, Xian Province, P.R. China

    
      	
            	Attn:
              CEO	
              VIA
                TELECOPIER TO: (011-86-29) 8819-3185

            


      	 	with a copy
              to: 	Richardson & Patel LLP, Attn: Kevin K.
              Leung, Esq. 


      	 	 	VIA TELECOPIER TO: (310)
              208-1154 


    

     

    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      the
      Common Stock Purchase Warrant Series 2007-01, Class B No. 07-01B-__, dated
      as of
      _____________________, 20___, to purchase ___________ shares of the Common
      Stock, $0.001 par value (“Common Stock”), of SKYSTAR
      BIO-PHARMACEUTICAL COMPANY
      and
      tenders herewith payment in accordance with Section 2 of said Common Stock
      Purchase Warrant, as follows:

     

    
      o
CASH: $__________
        =
        (Exercise Price x Exercise Shares) 

      


      Payment
        is being made by:

       

      o
enclosed
        check

      o
wire
        transfer

      o
other

       

      o
CASHLESS
        EXERCISE [if
        available pursuant to Section 2.1(b)]:

      


      Net
        number of Warrant Shares to be issued to Holder : _________*

      


      *
        based
        on:  Current
        Market Value - (Exercise Price x Exercise Shares) 

      Market
        Price of Common Stock

       

      where:

      Market
        Price of Common Stock [“MP”]  = $_______________

      Current
        Market Value [MP x Exercise Shares] = $_______________

       

    

    As
      contemplated by the Warrant, this Notice of Conversion is being sent by
      facsimile to the telecopier number and officer indicated above. 

    


    If
      this
      Notice of Exercise represents the full exercise of the outstanding balance
      of
      the Warrant, the Holder either (1) has previously surrendered the Warrant to
      the
      Company or (2) will surrender (or cause to be surrendered) the Warrant to the
      Company at the address indicated above by express courier within five (5)
      Trading Days after delivery or facsimile transmission of this Notice of
      Exercise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      certificates representing the Warrant Shares should be transmitted by the
      Company to the Holder

    


    9 via
      express courier, or 

    


    9 by
      electronic transfer

    


    after
      receipt of this Notice of Exercise (by facsimile transmission or otherwise)
      to:

    


    _____________________________________

    _____________________________________

    _____________________________________

    


     

    Dated:
      ______________________

    


    ____________________________

    [Name
      of
      Holder]

    


    By:
      _________________________