Exhibit 10.4

THIS WARRANT AND THE COMMON STOCK  ISSUABLE  UPON  EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO CHINA BIOPHARMACEUTICALS HOLDING, INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.

                           Right to Purchase  ________ shares of Common Stock of
                           CHINA  BIOPHARMACEUTICALS  HOLDINGS, INC. (subject to
                           adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. A- __                                               Issue Date:

         CHINA BIOPHARMACEUTICALS  HOLDINGS, INC., a corporation organized under
the laws of the State of Delaware (the  "Company"),  hereby  certifies that, for
value  received,  _______________________,  or its assigns  (the  "Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date  until 5:00 p.m.,  E.S.T on the third  anniversary
after the Issue  Date (the  "Expiration  Date"),  up to  _______  fully paid and
nonassessable  shares of the common stock of the Company  (the "Common  Stock"),
$.01 par value per share at a per share  purchase price of $2.00 in lawful money
of the United States. The  aforedescribed  purchase price per share, as adjusted
from time to time as herein  provided,  is referred  to herein as the  "Exercise
Price." The number and character of such shares of Common Stock and the Exercise
Price are subject to adjustment as provided herein.  Capitalized  terms used and
not otherwise  defined  herein shall have the meanings set forth in that certain
Subscription Agreement (the "Subscription  Agreement"),  dated ________, entered
into by the Company and the Holder, and the Certificate of Designation of Series
A Convertible Preferred Stock dated _______,  resolved by the Company's Board of
Directors.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         The term  "Company"  shall include China  Biopharmaceuticals  Holdings,
Inc. and any corporation  which shall succeed or assume the obligations of China
Biopharmaceuticals Holdings, Inc. hereunder.

         The term "Common Stock" includes (a) the Company's  Common Stock,  $.01
par value per share,  as authorized on the date of the  Subscription  Agreement,
and (b) any other  securities  into  which or for  which  any of the  securities
described  in  (a)  may  be  converted  or  exchanged  pursuant  to  a  plan  of
recapitalization, reorganization, merger, sale of assets or otherwise.

         Exercise of Warrant:
         --------------------





<PAGE>

         Number of Shares  Issuable upon  Exercise.  The Exercise Price shall be
$2.00 per share and the total number of shares that Holder may purchase shall be
_______.

         The Company  shall  prepare and file with the  Securities  and Exchange
Commission a registration statement under the Securities Act of 1933, as amended
(the "1933 Act")  registering  the Common Stock  issuable  upon  exercise of the
Warrants for unrestricted  public resale by the Holder.  The Company shall cause
such  registration  statement  to be declared  effective  within one hundred and
twenty (120) days after the date first above written.  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  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.

         Full Exercise. This Warrant may be exercised in full but not in part by
the Holder  hereof by delivery of an original or  facsimile  copy of the form of
subscription  attached as Exhibit hereto (the "Subscription Form") duly executed
by such Holder and  surrender of the original  Warrant  within seven (7) days of
exercise, to the Company at its principal office or at the office of its Warrant
Agent (as provided hereinafter),  accompanied by payment, in cash, wire transfer
or by certified or official bank check  payable to the order of the Company,  in
the amount  obtained  by  multiplying  the number of shares of Common  Stock for
which this Warrant is then exercisable by the Exercise Price then in effect.

         Common Stock Legend. The Holder acknowledges and agrees that the shares
of Common  Stock of the  Company,  and,  until such time as the Common Stock has
been  registered  under the 1933 Act and sold in  accordance  with an  effective
registration statement,  or exemption from registration,  certificates and other
instruments representing any of the Common Stock shall bear a restrictive legend
in  substantially  the following  form and a  stop-transfer  order may be placed
against transfer of any such securities:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE  STATE SECURITIES
LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE,  PLEDGED,  HYPOTHECATED OR
TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE  STATE SECURITIES LAW OR AN
OPINION OF COUNSEL REASONABLY  SATISFACTORY TO CHINA  BIOPHARMACEUICALS  HOLDING
INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

         Warrant Agent.  The Company may, by written notice to the Holder of the
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock issuable on the exercise of this Warrant.




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<PAGE>

         Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant  shall be construed  and enforced in  accordance  with and
governed  by the laws of the State of New  York,  without  giving  effect to the
conflicts of laws principles thereof.

         This Common Stock Purchase  Warrant 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.  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  Common  Stock  Purchase
Warrant 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.


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<PAGE>

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.



                                  CHINA BIOPHARMACEUTICALS
                                  HOLDINGS, INC.

                                  By:
                                     -------------------------------------------
                                     Name: Chris Mao
                                     Title: Chief Executive Officer and Chairman




















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<PAGE>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  CHINA BIOPHARMACEUTICALS HOLDINGS INC.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.A-__), hereby irrevocably elects to purchase:

_____ Shares of the Common Stock covered by such Warrant.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares at the price per share provided for in such Warrant, which is $2.00. Such
payment takes the form of:

$_______________ in lawful money of the United States.


The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to ________________________________________ whose address
is _____________________________________________________________________________
________________________________________________________________________________
__________________.



The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned  of the  securities  issuable  upon exercise of the Warrant shall be
made pursuant to  registration  of the Common Stock under the  Securities Act of
1933, as amended (the "1933 Act"), or pursuant to an exemption from registration
under the 1933 Act.



Dated:___________________________                    ___________________________

                                                     ___________________________
                                                     ___________________________
                                                     (Address)






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