Exhibit 10.3

                     CHINA BIOPHARMACEUTICALS HOLDING, INC.

                              AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATION
                     OF SERIES A CONVERTIBLE PREFERRED STOCK

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware


         China Biopharmaceuticals  Holdings, Inc. (the "Company"), a corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware, does hereby certify:

         FIRST:  Pursuant to authority  conferred upon the Board of Directors by
its Certificate of Incorporation,  and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, said Board of Directors
has adopted a resolution on March , 2006,  which is set forth below, to increase
the number of shares of the Series A Convergible Preferred Stock and the related
warrants  authorized  pursuant to a resolution  dated June 9th,  2005, a copy of
which was filed with the State of Delaware.

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
vested  in the  Board of  Directors  of the  Company  by the  provisions  of the
Certificate of Incorporation of the Company,  as amended,  out of the authorized
but unissued  shares of  Preferred  Stock of the Company this Board of Directors
hereby creates a series of the Preferred Stock,  par value $.01 per share,  face
value $1.00 per share (the "Preferred Stock"), of the Company, and this Board of
Directors  hereby  fixes the powers,  designations,  preferences  and  relative,
participating,  optional or other  special  rights of the shares of such series,
and the qualifications,  limitations or restrictions thereof (in addition to the
powers, designations, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions thereof, set
forth in the Certificate of Incorporation of the Company which are applicable to
Preferred Stock of all series) as follows:

1.       Designation.   The  designation  of  the  series  shall  be  "Series  A
         Convertible  Preferred  Stock"  (the  "Series A  Convertible  Preferred
         Stock"),  face value $1.00  ("Face  Value").  The Series A  Convertible
         Preferred  Stock  shall be issued at a purchase  price of  US$1.00  per
         share ("Purchase Price").

2.       Number.  The number of shares  constituting  the  Series A  Convertible
         Preferred Stock shall be increased to 1,152,500.

3.       Liquidation

         a. Preference. Subject to the rights of the holders of any other series
         of Preferred  Stock ranking  senior to or on a parity with the Series A
         Convertible  Preferred  Stock with respect to liquidation and any other
         class or series of capital stock of the Company ranking senior to or on


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         a parity with the Series A Convertible  Preferred Stock with respect to
         liquidation, in the event of any liquidation, dissolution or winding up
         of the affairs of the Company,  whether  voluntary or involuntary,  the
         holders  of record of the  issued  and  outstanding  shares of Series A
         Convertible  Preferred Stock  ("Holder")  shall be entitled to receive,
         out of the assets of the  Company  available  for  distribution  to the
         Holders of shares of Series A Convertible Preferred Stock, prior and in
         preference to any  distribution  of any of the assets of the Company to
         the holders of Common  Stock and any other  series of  Preferred  Stock
         ranking junior to the Series A Convertible Preferred Stock with respect
         to  liquidation  and any other class or series of capital  stock of the
         Company ranking junior to the Series A Convertible Preferred Stock with
         respect  to  liquidation,  an amount in cash per share  equal to $1.50,
         plus an amount equal to all  dividends  accrued and unpaid on each such
         share (whether or not declared) up to the date fixed for  distribution.
         If, upon such liquidation,  dissolution or winding up of the affairs of
         the Company, the assets of the Company  distributable among the Holders
         of  Series A  Convertible  Preferred  Stock  and any  other  series  of
         Preferred Stock ranking on a parity therewith in respect thereto or any
         class or series of  capital  stock of the  Company  ranking on a parity
         therewith  in  respect  thereto  shall be  insufficient  to permit  the
         payment  in full to all such  Holders  of  shares  of the  preferential
         amounts  payable  to  them,  then  the  entire  assets  of the  Company
         available  for   distribution  to  such  Holders  of  shares  shall  be
         distributed  ratably among such Holders in proportion to the respective
         amounts that would be payable per share if such assets were  sufficient
         to permit  payment in full.  After  payment of the full amount to which
         they are entitled upon  liquidation  pursuant to this Section 3(a), the
         Holders of shares of Series A Convertible  Preferred  Stock will not be
         entitled to any further  participation in any distribution of assets by
         the  Company.  Neither a  consolidation  or merger of the Company  with
         another  corporation  or other  entity nor a sale,  transfer,  lease or
         exchange of all or part of the  Company's  assets will be  considered a
         liquidation,  dissolution  or winding up of the  affairs of the Company
         for purposes of this Section 3(a).

         b. No  Preference  on  Common  Stock.  The  preference  in  liquidation
         provided in the above Section 3(a) shall not apply if the Holder of the
         Series  A  Convertible  Preferred  Stock  has  converted  the  Series A
         Convertible  Preferred  Stock into Common Stock of the  Company,  which
         shall be ranked junior to Preferred Stock.

4.       Optional  Conversion Rights.  The Series A Convertible  Preferred Stock
         shall be convertible as follows:

         a.  Optional  Conversion.  Subject  to and  upon  compliance  with  the
         provisions  of this  Section  4, the  Holder of any  shares of Series A
         Convertible  Preferred  Stock  shall  have the  right at such  Holder's
         option (an "Optional Conversion"), at a date elected by such Holder, to
         convert such Series A Convertible  Preferred  Stock into fully paid and
         nonassessable shares of Common Stock of the Company at the ratio of one
         for one shares of the Common Stock of the Company ("Conversion Ratio").



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         c. Costs. The Company shall pay all documentary fee attributable to the
         issuance or delivery of shares of Common Stock upon  conversion  of any
         shares of  Series A  Convertible  Preferred  Stock;  provided  that the
         Company  shall not be required to pay any taxes which may be payable in
         respect of any  transfer  involved  in the  issuance or delivery of any
         certificate  for such shares in a name other than that of the Holder of
         the shares of Series A Preferred  Stock in respect of which such shares
         are being issued.

         d.  Dividends  Upon  Conversion.  In connection  with any conversion of
         shares of Series A Convertible  Preferred  Stock, the Company shall pay
         accrued and unpaid dividends  thereon in accordance with the provisions
         of Section 5.

5.       Dividends.

         Subject to the rights of the Holders of any other  series of  Preferred
         Stock  ranking  senior to or on a parity with the Series A  Convertible
         Preferred Stock with respect to dividends and any other class or series
         of capital stock of the Company  ranking  senior to or on a parity with
         the Series A  Convertible  Preferred  Stock with respect to  dividends,
         other than the Common  Stock,  the Holders of the Series A  Convertible
         Preferred  Stock shall be entitled to receive,  when and as declared by
         the  Board of  Directors,  cumulative  dividends  per share of Series A
         Convertible  Preferred Stock at a rate of 7% per annum or as determined
         by the Board of  Directors,  payable  semi-annually,  during the period
         commencing after the date of original  issuance of any shares of Series
         A Convertible  Preferred  Stock until  converted  pursuant to Section 4
         above;  provided,  however, in the event of a conversion as a result of
         an Optional Conversion,  no dividends will be due or payable to Holders
         of Series A Convertible  Preferred  Stock.  Any dividends shall be paid
         within  thirty (30) calendar days from the date it has been declared by
         the Board of Directors.

6.                (1)  Warrant.  The  Company  hereby  agrees  to grant  Holders
         warrants that for a period of three (3) years from the date first above
         written,  Holders have the right but not the obligation to purchase the
         Common Stock of the Company  ("Warrant").  The purchase  price shall be
         $2.00 per share  ("Warrant  Price") and the total number of shares that
         Holders may purchase shall be 1,152,000 ("Warrant Amount").

                  (2)  Registration  Rights.  The Company shall prepare and file
         with the  Securities and Exchange  Commission a registration  statement
         under the  Securities  Act of 1933, as amended  registering  the Common
         Stock  issuable upon  exercise of the Warrants  and/or the Common Stock
         issuable upon conversion of the Series A Convertible  Preferred  Stock,
         as applicable,  for unrestricted  public resale by the Subscriber.  The



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<PAGE>

         Company  shall  cause  such  registration   statement  to  be  declared
         effective  within one hundred and twenty  (120) days after the issuance
         date of the respective shares of Series A Convertible  Preferred Stock.
         In case the registration statement is not declared effective within the
         agreed  period,  the total number of shares of Common Stock that Holder
         may purchase,  either through exercise of the Warrants or conversion of
         the Series A Convertible  Preferred  Stock,  shall be increased by five
         per cent (5%) per month for every  month the Shares are not  registered
         after the one hundred and twenty (120) days.

7.       (a) This  Agreement and the legal  relations  among the parties  hereto
         shall be governed by and construed in  accordance  with the laws of the
         United States of America and State of New York,  regardless of the laws
         that might otherwise govern under applicable choice-of-law principles.

         (b)  The  parties  hereby   irrevocably  submit  to  the  non-exclusive
         jurisdiction  of the state and federal  courts located in the State and
         County of New York for purposes of all legal proceedings arising out of
         or relating to this  Certificate  of  Designation  or the  transactions
         contemplated  hereby.  The parties  hereby  irrevocably  waive,  to the
         fullest extent permitted by applicable law, the right to trial by jury,
         any  objection  which they may now or  hereafter  have to the laying of
         venue of any such proceeding brought in such a court and any claim that
         any such  proceeding  brought  in such a court has been  brought  in an
         inconvenient forum.

         FURTHER  RESOLVED,  that any and all  actions  heretofore  taken by the
Company within the terms of any of the foregoing resolutions are hereby ratified
and confirmed.

         SECOND: That said determination of the powers, designation, preferences
and  the   relative,   participating,   optional  or  other   rights,   and  the
qualifications,  limitations or restrictions thereof, relating to said series of
Preferred Stock, was duly made by the Board of Directors of the Company pursuant
to the  provisions  of the  Certificate  of  Incorporation  of the  Company,  as
amended,  and in  accordance  with the  provisions of Section 151 of the General
Corporation Law of the State of Delaware.


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         IN WITNESS WHEREOF,  said Corporation has caused this Certificate to be
signed by Stephen E. Globus, as Director on the 21 day of March, 2006.

                                         CHINA BIOPHARMACEUTICALS HOLDINGS, INC.



                                         By:____________________________________
                                            Stephen E. Globus, Director


















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