UNDERWRITING
      AGREEMENT 

    


    between

    


    


    SKYSTAR
      BIO-PHARMACEUTICAL CORP

    


    and
      

    


    JESUP
      & LAMONT SECURITIES CORPORATION

    


    


    


    Dated:
      _______ __, 2008 

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


    


    UNDERWRITING
      AGREEMENT 

    


    New
      York,
      New York

    ___________
      __, 2008 

    


    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue

    New
      York,
      NY 10019 

    


    Ladies
      and Gentlemen: 

    


    The
      undersigned, Skystar Bio-Pharmaceutical Corp., a company formed under the laws
      of Nevada (“Company”),
      hereby confirms its agreement with Jesup & Lamont Securities Corporation
      (hereinafter referred to as “you”
      (including its correlatives) or the “Representative”)
      and
      with the other underwriters named on Schedule 1 hereto for which the
      Representative is acting as representative (the Representative and such other
      underwriters being collectively called the “Underwriters”
or,
      individually, an “Underwriter”)
      as
      follows: 

    


    1. Purchase
      and Sale of Securities.
      

    


    1.1. Firm
      Securities.
      

    


    1.1.1. Nature
      and Purchase of Firm Securities.
      

    


    (i) On
      the
      basis of the representations and warranties herein contained, but subject to
      the
      terms and conditions herein set forth, the Company agrees to issue and sell,
      severally and not jointly, to the several Underwriters, an aggregate of
      _____________ units (“Firm
      Units”),
      with
      each unit (“Unit”)
      consisting of: (i) one ordinary share of the Company, par value $______ per
      share (the “Shares”)
      and
      one warrant to purchase one-quarter Ordinary Share of the Company (singularly,
      a
“Warrant”
and
      collectively, the “Warrants”).
      Each
      four Warrants allows the holder thereof to purchase one Ordinary Share.


    


    (ii) The
      Underwriters, severally and not jointly, agree to purchase from the Company
      the
      number of Firm Units set forth opposite their respective names on Schedule
      1
      attached hereto and made a part hereof at a purchase price (net of discounts
      and
      commissions) of [___]
      per
      Unit. The Firm Units are to be offered initially to the public (the
“Offering”)
      at the
      offering price set forth on the cover page of the Prospectus (as defined in
      Section 2.1.1 hereof). 

    


    (iii) The
      Units
      included in the Firm Units will not be separately transferable until the
      1st
      Business
      Day (as defined in Section 1.1.2 below) following the Closing Date (as described
      hereafter). In no event will the Units begin to trade separately until the
      preparation and filing with the Securities and Exchange Commission (the
“Commission”)
      of an
      audited balance sheet of the Company reflecting receipt by the Company of the
      proceeds of the Offering, including any proceeds the Company receives from
      the
      exercise of the Over-allotment Option (as defined in Section 1.2.1), if such
      option is exercised prior to the filing of the Form 8-K. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page
          2
of
          33

         

      

    

    1.1.2. Payment
      and Delivery.
      

    


    (i) Delivery
      and payment for the Firm Units shall be made at 10:00 a.m., Eastern time, on
      the
      third (3rd)
      Business Day following the Effective Date (or the fourth (4th)
      Business Day following the Effective Date, if the Registration Statement is
      declared effective after 4:30 p.m.) or at such earlier time as shall be agreed
      upon by the Representative and the Company at the offices of Haynes and Boone,
      LLP counsel to the Underwriters (“Haynes
      and Boone”),
      or at
      such other place (or remotely by facsimile or other electronic transmission)
      as
      shall be agreed upon by the Representative and the Company. The hour and date
      of
      delivery and payment for the Firm Units is called the “Closing
      Date.”
      

    


    (ii) Payment
      for the Firm Units shall be made on the Closing Date by wire transfer in Federal
      (same day) funds, payable to the order of the Company upon delivery of the
      certificates (in form and substance satisfactory to the Underwriters)
      representing the Firm Units (or through the facilities of the Depository Trust
      Company (the “DTC”))
      for
      the account of the Underwriters. The Firm Units shall be registered in such
      name
      or names and in such authorized denominations as the Representative may request
      in writing at least two (2) full Business Days prior to the Closing Date. The
      Company shall not be obligated to sell or deliver the Firm Units except upon
      tender of payment by the Representative for all the Firm Units. The term
“Business
      Day”
means
      any day other than a Saturday, a Sunday or a legal holiday or a day on which
      banking institutions are authorized or obligated by law to close in New York
      City.

    


    1.2. Over-allotment
      Option.
      

    


    1.2.1. Option
      Units.
      For the
      purposes of covering any over-allotments in connection with the distribution
      and
      sale of the Firm Units, the Underwriters are hereby granted, an option to
      purchase up to [_______] Units or fifteen (15%) percent of the Units sold in
      the
      offering from the Company (the “Over-allotment
      Option”).
      Such
      additional [                       ]
      Units,
      the
      net proceeds of which will be deposited with the Company’s account, are
      hereinafter referred to as “Option
      Units.”
The
      purchase price to be paid for the Option Units will be the same price per Option
      Unit as the price per Firm Unit set forth in Section 1.1.1 hereof. The Firm
      Units and the options units are hereinafter referred to collectively as the
      “Public Securities.”

    


    1.2.2. Exercise
      of Option.
      The
      Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised
      by the Representative as to all (at any time) or any part (from time to time)
      of
      the Option Units within 45 days after the Effective Date. The Underwriters
      will
      not be under any obligation to purchase any Option Units prior to the exercise
      of the Over-allotment Option. The Over-allotment Option granted hereby may
      be
      exercised by the giving of oral notice to the Company from the Representative,
      which must be confirmed in writing by overnight mail or facsimile or other
      electronic transmission setting forth the number of Option Units to be purchased
      and the date and time for delivery of and payment for the Option Units (the
      “Option
      Closing Date”),
      which
      will not be later than five (5) full Business Days after the date of the notice
      or such other time as shall be agreed upon by the Company and the
      Representative, at the offices of Haynes and Boone or at such other place
      (including remotely by facsimile or other electronic transmission) as shall
      be
      agreed upon by the Company and the Representative. If such delivery and payment
      for the Option Units does not occur on the Closing Date, the Option Closing
      Date
      will be as set forth in the notice. Upon exercise of the Over-allotment Option,
      the Company will become obligated to convey to the Underwriters, and, subject
      to
      the terms and conditions set forth herein, the Underwriters will become
      obligated to purchase, the number of Option Units specified in such notice.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 3
          of
          33

      

    

     

    1.2.3. Payment
      and Delivery.
      Payment
      for the Option Units will be made on the Option Closing Date by wire transfer
      in
      Federal (same day) funds as follows: $[         ]
      per
      Option Unit, [                       ],
      shall
      be deposited in the Company’s account and the remaining proceeds shall be paid
      to the order of the Company upon delivery to you of certificates (in form and
      substance satisfactory to the Underwriters) representing the Option Units (or
      through the facilities of DTC) for the account of the Underwriters. The Option
      Units shall be registered in such name or names and in such authorized
      denominations as the Representative may request in writing at least two (2)
      full
      Business Days prior to the Option Closing Date. The Company shall not be
      obligated to sell or deliver the Option Units except upon tender of payment
      by
      the Representative for applicable Option Units. 

    


    2. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Underwriters as of the Applicable Time
      (as defined below) and as of the Closing Date and as of the Option Closing
      Date,
      if any, as follows: 

    


    2.1. Filing
      of Registration Statement.
      

    


    2.1.1. Pursuant
      to the Act.
      The
      Company has filed with the Securities and Exchange Commission (the “Commission”)
      a registration statement and an amendment or amendments thereto, on Form S-1
      (File No. 333-150695), including any related prospectus or prospectuses (the
      “Prospectus”),
      for
      the registration of the Public Securities under the Securities Act of 1933,
      as
      amended (the “Act”),
      which
      registration statement and amendment or amendments have been prepared by the
      Company in all material respects in conformity with the requirements of the
      Act
      and the rules and regulations of the Commission under the Act (the “Regulations”).
      Except as the context may otherwise require, such registration statement on
      file
      with the Commission at the time the registration statement becomes effective
      (including the prospectus, financial statements, schedules, exhibits and all
      other documents filed as a part thereof or incorporated therein and all
      information deemed to be a part thereof as of the Effective Date pursuant to
      paragraph (b) of Rule 430A of the Regulations), is referred to herein as the
      “Registration
      Statement.”
The
      final prospectus in the form first furnished to the Underwriters for use in
      the
      Offering, is hereinafter called the “Prospectus.”
The
      Registration Statement has been declared effective by the Commission on the
      date
      hereof. “Applicable
      Time”
means
      [___ am/pm on ___, 2008] or such other time as agreed to by the Company and
      the
      Representative. 

    


    2.1.2. Pursuant
      to the Exchange Act.
      The
      Company has filed with the Commission a Form 8-A (File Number 000-___) providing
      for the registration under the Securities Exchange Act of 1934, as amended
      (the
“Exchange
      Act”),
      of
      the Units, the Shares, the shares underlying Warrants, the Units, shares and
      Warrants underlying the Option Units. The registration of the Units, the shares
      underlying the Warrants, the shares underlying the options and the Shares under
      the Exchange Act has been declared effective by the Commission on the date
      hereof. 

    


    2.2. No
      Stop Orders, etc.
      Neither
      the Commission nor, to the best of the Company’s knowledge, any state regulatory
      authority has issued any order preventing or suspending the use of the
      Prospectus or the Registration Statement or has instituted or, to the best
      of
      the Company’s knowledge, threatened to institute any proceedings with respect to
      such an order. 

    


    2.3. Disclosures
      in Registration Statement.
      

    


    2.3.1. 10b-5
      Representation.
      At the
      respective times the Registration Statement, the Prospectus and any
      post-effective amendments thereto become effective (and at the Closing Date
      and
      the Option Closing Date, if any):

    


    (i) The
      Registration Statement, the Prospectus and any post-effective amendments thereto
      did and will contain all material statements that are required to be stated
      therein in accordance with the Act and the Regulations, and will in all material
      respects conform to the requirements of the Act and the Regulations;


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 4
          of
          33

      

    

     

    (ii) Neither
      the Registration Statement nor the Prospectus, nor any amendment or supplement
      thereto, on such dates, do or will contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading. The representation and warranty made
      in
      this Section 2.3.1(ii) does not apply to statements made or statements omitted
      in reliance upon and in conformity with written information furnished to the
      Company with respect to the Underwriters by the Representative expressly for
      use
      in the Registration Statement or Prospectus or any amendment thereof or
      supplement thereto. The parties acknowledge and agree that such information
      provided by or on behalf of any Underwriter consists solely of the names and
      addresses of the Underwriters appearing in the “Underwriting” section of the
      Prospectus and the following additional disclosure contained in the
“Underwriting” section of the Prospectus: (i)[ the final paragraph under the
      heading “Underwriting Terms”, (ii) the, first, second, fourth and fifth
      paragraphs under the heading “Other Matters” and (iii) all paragraphs under the
      heading “Foreign Regulatory Restrictions on Purchase of Shares”] (the
“Underwriters’
      Information”).
      

    


    2.3.2. Disclosure
      of Agreements.
      The
      agreements and documents described in the Prospectus, the Registration Statement
      conform to the descriptions thereof contained therein and there are no
      agreements or other documents required by the Act and the Regulations to be
      described in the Prospectus, the Registration Statement or to be filed with
      the
      Commission as exhibits to the Registration Statement, that have not been so
      described or filed. Each agreement or other instrument (however characterized
      or
      described) to which the Company is a party or by which it is or may be bound
      or
      affected and (i) that is referred to in the Prospectus, or (ii) is
      material to the Company’s business, has been duly authorized and validly
      executed by the Company, is in full force and effect in all material respects
      and is enforceable against the Company and, to the Company’s knowledge, the
      other parties thereto, in accordance with its terms, except (x) as such
      enforceability may be limited by bankruptcy, insolvency, reorganization or
      similar laws affecting creditors’ rights generally, (y) as enforceability
      of any indemnification or contribution provision may be limited under the
      federal and state securities laws, and (z) that the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      the equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought. None of such agreements or instruments
      has
      been assigned by the Company, and neither the Company nor, to the best of the
      Company’s knowledge, any other party is in default thereunder and, to the best
      of the Company’s knowledge, no event has occurred that, with the lapse of time
      or the giving of notice, or both, would constitute a default thereunder. To
      the
      best of the Company’s knowledge, performance by the Company of the material
      provisions of such agreements or instruments will not result in a violation
      of
      any existing applicable law, rule, regulation, judgment, order or decree of
      any
      governmental agency or court, domestic or foreign, having jurisdiction over
      the
      Company or any of its assets or businesses, including, without limitation,
      those
      relating to environmental laws and regulations. 

    


    2.3.3. Prior
      Securities Transactions.
      No
      securities of the Company have been sold by the Company or by or on behalf
      of,
      or for the benefit of, any person or persons controlling, controlled by, or
      under common control with the Company, except as disclosed in the Registration
      Statement. 

    


    2.3.4. Regulations.
      The
      disclosures in the Registration Statement concerning the effects of Federal,
      State, local and foreign regulation on the Company’s business as currently
      contemplated are correct in all material respects.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 5
          of
          33

      

    

     

    2.4. Changes
      After Dates in Registration Statement.
      

     

    2.4.1. No
      Material Adverse Change.
      Since
      the respective dates as of which information is given in the Registration
      Statement and the Prospectus, except as otherwise specifically stated therein:
      (i) there has been no material adverse change in the condition, financial
      or otherwise, or business prospects of the Company; (ii) there have been no
      material transactions entered into by the Company, other than as contemplated
      pursuant to this Agreement; and (iii) no officer or director of the Company
      has resigned from any position with the Company. 

    


    2.4.2. Recent
      Securities Transactions, etc.
      Subsequent to the respective dates as of which information is given in the
      Registration Statement and the Prospectus, and except as may otherwise be
      indicated or contemplated herein or disclosed in the Registration Statement
      and
      the Prospectus, the Company has not: (i) issued any securities or incurred
      any liability or obligation, direct or contingent, for borrowed money; or
      (ii) declared or paid any dividend or made any other distribution on or in
      respect to its capital stock. 

    


    2.5. Independent
      Accountants.
      To the
      knowledge of the Company, Moore Stephens Wurth Froger and Torbet LLP
      (“MSWFT”),
      whose
      report is filed with the Commission as part of the Registration Statement,
      are
      independent registered public accountants as required by the Act and the
      Regulations. MSWFT has not, during the periods covered by the financial
      statements included in the Prospectus, provided to the Company any non-audit
      services, as such term is used in Section 10A(g) of the Exchange Act.


    


    2.6. Financial
      Statements.
      The
      financial statements, including the notes thereto and supporting schedules
      included in the Registration Statement and Prospectus fairly present the
      financial position and the results of operations of the Company at the dates
      and
      for the periods to which they apply; and such financial statements have been
      prepared in conformity with generally accepted accounting principles
      (“GAAP”),
      consistently applied throughout the periods involved; and the supporting
      schedules included in the Registration Statement present fairly the information
      required to be stated therein. The Registration Statement discloses all material
      off-balance sheet transactions, arrangements, obligations (including contingent
      obligations), and other relationships of the Company with unconsolidated
      entities or other persons that may have a material current or future effect
      on
      the Company’s financial condition, changes in financial condition, results of
      operations, liquidity, capital expenditures, capital resources, or significant
      components of revenues or expenses. 

    


    2.7. Authorized
      Capital; Options, etc.
      The
      Company had, at the date or dates indicated in the Prospectus, the duly
      authorized, issued and outstanding capitalization as set forth in the
      Registration Statement and the Prospectus. Based on the assumptions stated
      in
      the Registration Statement and the Prospectus, the Company will have on the
      Closing Date the adjusted stock capitalization set forth therein. Except as
      set
      forth in, or contemplated by, the Registration Statement and the Prospectus,
      on
      the Effective Date and on the Closing Date, there will be no options, warrants,
      or other rights to purchase or otherwise acquire any authorized, but unissued
      Shares of the Company or any security convertible into Shares of the Company,
      or
      any contracts or commitments to issue or sell Shares or any such options,
      warrants, rights or convertible securities. 

    


    2.8. Valid
      Issuance of Securities, etc.
      

    


    2.8.1. Outstanding
      Securities.
      All
      issued and outstanding securities of the Company issued prior to the
      transactions contemplated by this Agreement have been duly authorized and
      validly issued and are fully paid and non-assessable; the holders thereof have
      no rights of rescission with respect thereto, and are not subject to personal
      liability by reason of being such holders; and none of such securities were
      issued in violation of the preemptive rights of any holders of any security
      of
      the Company or similar contractual rights granted by the Company. The authorized
      Shares conform in all material respects to all statements relating thereto
      contained in the Registration Statement and the Prospectus. The offers and
      sales
      of the outstanding Shares were at all relevant times either registered under
      the
      Act and the applicable state securities or Blue Sky laws or, based in part
      on
      the representations and warranties of the purchasers of such Shares, exempt
      from
      such registration requirements. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 6
          of
          33

      

    

     

    2.8.2. Securities
      Sold Pursuant to this Agreement.
      The
      Securities have been duly authorized and, when issued and paid for, will be
      validly issued, fully paid and non-assessable; the holders thereof are not
      and
      will not be subject to personal liability by reason of being such holders;
      the
      Securities are not and will not be subject to the preemptive rights of any
      holders of any security of the Company or similar contractual rights granted
      by
      the Company; and all corporate action required to be taken for the
      authorization, issuance and sale of the Securities has been duly and validly
      taken. The Securities conform in all material respects to all statements with
      respect thereto contained in the Registration Statement. When issued, the Units,
      the Option Units and the Warrants will constitute valid and binding obligations
      of the Company to issue and sell, upon exercise thereof and payment of the
      respective exercise prices therefor, the number and type of securities of the
      Company called for thereby in accordance with the terms thereof and such Units,
      Option Units and the Warrants are enforceable against the Company in accordance
      with their respective terms, except: (i) as such enforceability may be
      limited by bankruptcy, insolvency, reorganization or similar laws affecting
      creditors’ rights generally; (ii) as enforceability of any indemnification
      or contribution provision may be limited under the federal and state securities
      laws; and (iii) that the remedy of specific performance and injunctive and
      other forms of equitable relief may be subject to the equitable defenses and
      to
      the discretion of the court before which any proceeding therefor may be brought.
      

    


    2.9. Registration
      Rights of Third Parties.
      Except
      as set forth in the Registration Statement and the Prospectus, no holders of
      any
      securities of the Company or any rights exercisable for or convertible or
      exchangeable into securities of the Company have the right to require the
      Company to register any such securities of the Company under the Act or to
      include any such securities in a registration statement to be filed by the
      Company. 

    


    2.10. Validity
      and Binding Effect of Agreements.
      This
      Agreement and the Warrant Agreement (as defined in Section 2.2A) have been
      duly
      and validly authorized by the Company, and the Units, the Option Units and
      the
      Warrants have been duly and validly authorized by the Company and, when executed
      and delivered, will constitute, the valid and binding agreements of the Company,
      enforceable against the Company in accordance with their respective terms,
      except: (i) as such enforceability may be limited by bankruptcy,
      insolvency, reorganization or similar laws affecting creditors’ rights
      generally; (ii) as enforceability of any indemnification or contribution
      provision may be limited under the federal and state securities laws; and
      (iii) that the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to the equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought.
      

    


    2.11. No
      Conflicts, etc.
      The
      execution, delivery, and performance by the Company of this Agreement, the
      Warrant Agreement, the Option Units Agreement and all ancillary documents,
      the
      consummation by the Company of the transactions herein and therein contemplated
      and the compliance by the Company with the terms hereof and thereof do not
      and
      will not, with or without the giving of notice or the lapse of time or both:
      (i) result in a material breach of, or conflict with any of the terms and
      provisions of, or constitute a material default under, or result in the
      creation, modification, termination or imposition of any lien, charge or
      encumbrance upon any property or assets of the Company pursuant to the terms
      of
      any agreement or instrument to which the Company is a party; (ii) result in
      any violation of the provisions of the [Amended and Restated Memorandum and
      Articles of Incorporation] of the Company (as the same may be amended from
      time
      to time, the “Articles
      of Incorporation”);
      or
      (iii) violate any existing applicable law, rule, regulation, judgment,
      order or decree of any governmental agency or court, domestic or foreign, having
      jurisdiction over the Company or any of its properties or business constituted
      as of the date hereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 7
          of
          33

      

    

     

    2.12. No
      Defaults; Violations.
      No
      material default exists in the due performance and observance of any term,
      covenant or condition of any material license, contract, indenture, mortgage,
      deed of trust, note, loan or credit agreement, or any other agreement or
      instrument evidencing an obligation for borrowed money, or any other material
      agreement or instrument to which the Company is a party or by which the Company
      may be bound or to which any of the properties or assets of the Company is
      subject. The Company is not in violation of any term or provision of its
      Articles of Incorporation, or in violation of any franchise, license, permit,
      applicable law, rule, regulation, judgment or decree of any governmental agency
      or court, domestic or foreign, having jurisdiction over the Company or any
      of
      its properties or businesses. 

    


    2.13. Corporate
      Power; Licenses; Consents.
      

    


    2.13.1. Conduct
      of Business.
      Except
      as described in the Registration Statement and the Prospectus, the Company
      has
      all requisite corporate power and authority, and has all necessary
      authorizations, approvals, orders, licenses, certificates and permits of and
      from all governmental regulatory officials and bodies that it needs as of the
      date hereof to conduct its business purpose as described in the Prospectus.
      The
      disclosures in the Registration Statement concerning the effects of federal,
      state, local and foreign regulation on this Offering and the Company’s business
      purpose as currently contemplated are correct in all material respects.


    


    2.13.2. Transactions
      Contemplated Herein.
      The
      Company has all corporate power and authority to enter into this Agreement
      and
      to carry out the provisions and conditions hereof, and all consents,
      authorizations, approvals and orders required in connection therewith have
      been
      obtained. No consent, authorization or order of, and no filing with, any court,
      government agency or other body is required for the valid issuance, sale and
      delivery of the Securities and the consummation of the transactions and
      agreements contemplated by this Agreement, the Warrant Agreement, Options Units
      Agreement, and the Subscription Agreement and as contemplated by the Prospectus,
      except with respect to applicable federal and state securities laws and the
      rules and regulations of the Financial Industry Regulatory Authority, Inc.
      (“FINRA”).
      

    


    2.14. D&O
      Questionnaires.
      To the
      Company’s knowledge, all information contained in the questionnaires (the
“Questionnaires”)
      completed by each of the Company’s directors and officers immediately prior to
      the Offering (the “Initial
      Shareholders”)
      as
      well as in the Lock-Up Agreement and provided to the Underwriters as an exhibit
      to his or her Insider Letter (as defined in Section 2.22.1) as well as in the
      Lock-Up Agreement is true and correct in all respects and the Company has not
      become aware of any information which would cause the information disclosed
      in
      the questionnaires completed by each Initial Shareholder to become inaccurate
      and incorrect. 

    


    2.15. Litigation;
      Governmental Proceedings.
      There
      is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
      or governmental proceeding pending or, to the Company’s knowledge, threatened
      against, or involving the Company or, to the Company’s knowledge, any Initial
      Shareholder which has not been disclosed in the Registration Statement and
      the
      Prospectus or in connection with the Company’s listing application for the
      listing of the Units, Common Stock and Warrants on the American Stock Exchange
      (the “AMEX”).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 8
          of
          33

      

    

     

    2.16. Good
      Standing.
      The
      Company has been duly organized and is validly existing as a corporation and
      is
      in good standing under the laws of the State of Nevada as of the date hereof,
      and is duly qualified to do business and is in good standing in each
      jurisdiction in which its ownership or lease of property or the conduct of
      business requires such qualification, except where the failure to qualify would
      not have a material adverse effect on the assets, business or operations of
      the
      Company. 

    


    2.17. Stop
      Orders.
      The
      Commission has not issued any order preventing or suspending the use of any
      Preliminary Prospectus or Prospectus or any part thereof. 

    


    2.18. Transactions
      Affecting Disclosure to FINRA.
      

    


    2.18.1. Finder’s
      Fees.
      Except
      as described in the Registration Statement and the Prospectus, there are no
      claims, payments, arrangements, agreements or understandings relating to the
      payment of a finder’s, consulting or origination fee by the Company or any
      Initial Shareholder with respect to the sale of the Securities hereunder or
      any
      other arrangements, agreements or understandings of the Company or, to the
      Company’s knowledge, any of its shareholders that may affect the Underwriters’
compensation, as determined by FINRA. 

    


    2.18.2. Payments
      Within Twelve Months.
      Except
      as described in the Registration Statement and the Prospectus, the Company
      has
      not made any direct or indirect payments (in cash, securities or otherwise)
      to:
      (i) any person, as a finder’s fee, consulting fee or otherwise, in
      consideration of such person raising capital for the Company or introducing
      to
      the Company persons who raised or provided capital to the Company; (ii) to
      any FINRA member; or (iii) to any person or entity that has any direct or
      indirect affiliation or association with any FINRA member, within the twelve
      months prior to the Effective Date, other than payments to Jessup & Lamont
      Securities Corporation, an Underwriter and the other Underwriters, in connection
      with the Offering. 

    


    2.18.3. Use
      of
      Proceeds.
      None of
      the net proceeds of the Offering will be paid by the Company to any
      participating FINRA member or its affiliates, except as specifically authorized
      herein . 

    


    2.18.4. FINRA
      Affiliation.
      No
      officer, director or any beneficial owner of the Company’s unregistered
      securities has any direct or indirect affiliation or association with any FINRA
      member (as determined in accordance with the rules and regulations of FINRA).
      The Company will advise the Representative and Haynes and Boone if it learns
      that any officer, director or owner of at least 5% of the Company’s outstanding
      Common Stock (or securities convertible into Common Stock) is or becomes an
      affiliate or associated person of a FINRA member participating in the Offering.
      

    


    2.19. Foreign
      Corrupt Practices Act.
      Neither
      the Company nor any of the directors , employees or officers of the Company
      or
      any other person acting on behalf of the Company has, directly or indirectly,
      given or agreed to give any money, gift or similar benefit (other than legal
      price concessions to customers in the ordinary course of business) to any
      customer, supplier, employee or agent of a customer or supplier, or official
      or
      employee of any governmental agency or instrumentality of any government
      (domestic or foreign) or any political party or candidate for office (domestic
      or foreign) or any political party or candidate for office (domestic or foreign)
      or other person who was, is, or may be in a position to help or hinder the
      business of the Company (or assist it in connection with any actual or proposed
      transaction) that (i) might subject the Company to any damage or penalty in
      any civil, criminal or governmental litigation or proceeding, (ii) if not
      given in the past, might have had a material adverse effect on the assets,
      business or operations of the Company as reflected in any of the financial
      statements contained in the Prospectus or (iii) if not continued in the
      future, might adversely affect the assets, business, operations or prospects
      of
      the Company. The Company has taken reasonable steps to ensure that its
      accounting controls and procedures are sufficient to cause the Company to comply
      in all material respects with the Foreign Corrupt Practices Act of 1977, as
      amended. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 9
          of
          33

      

    

     

    2.20. Officers’
      Certificate.
      Any
      certificate signed by any duly authorized officer of the Company and delivered
      to you or to Haynes and Boone shall be deemed a representation and warranty
      by
      the Company to the Underwriters as to the matters covered thereby. 

    


    2.21. Warrant
      Agreement.
      The
      Company has entered into a Warrant Agreement with respect to the Warrants with
      the Representative and with [Transfer
      Agreement’s Name]
      as
      warrant agent, substantially in the form filed as an exhibit to the Registration
      Statement (the “Warrant
      Agreement”).
      

    


    2.22. Lock-up
      agreements.
      Each of
      the Company’s officers, directors and 5% stockholders; and all selling
      stockholders named in the Prospectus as disclosed on Schedule 1, attached
      hereto, (the “Lock-Up Parties”) have agree that, for a period of 12 and 6
      months, respectively, (the “Lock-Up Period”) from the effective date of the
      Prospectus, such persons shall not sell, contract to sell, grant any option
      for
      the sale or otherwise dispose of any of our equity securities, or any securities
      convertible into or exercisable or exchangeable for our equity securities,
      without the consent of the Representative. The Representative may consent to
      an
      early release from the Lock-Up period if, in its opinion, the market for common
      stock would not be adversely impacted by sales and in cases of financial
      emergency of an officer, director or other stockholder. The Company has caused
      each of the Lock-Up Parties to deliver to the Representative the agreements
      of
      each Lock-Up Parties to the foregoing effect prior to the date that the Company
      requests that the Sec declare the Registration Statement effective under the
      Act. 

    


    2.23. Subsidiaries.
      [Describe]
      Annex 2
      to this agreement sets forth the ownership of all direct and indirect
      subsidiaries of the Company.

    


    2.24. Related
      Party Transactions.
      Except
      as disclosed in the Registration Statement and the Prospectus, there are no
      business relationships or related party transactions involving the Company
      or
      any other person required to be described in the Prospectus that have not been
      described as required. 

    


    2.25. Board
      of Directors.
      The
      Board of Directors of the Company is comprised of the persons set forth under
      the heading of the Prospectus captioned “Management”. The qualifications of the
      persons serving as board members and the overall composition of the board comply
      with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
      applicable to the Company and the rules of the American Stock Exchange. At
      least
      one member of the Board of Directors of the Company qualifies as a “financial
      expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the
      rules promulgated thereunder and the rules of the American Stock Exchange.
      

    


    2.26. Sarbanes-Oxley
      Compliance.

    


    2.26.1. Disclosure
      Controls.
      The
      Company has developed and currently maintains disclosure controls and procedures
      that will comply with Rule 13a-15 or 15d-15 of the Exchange Act, and such
      controls and procedures are effective to ensure that all material information
      concerning the Company will be made known on a timely basis to the individuals
      responsible for the preparation of the Company’s Exchange Act filings and other
      public disclosure documents. 

    


    2.26.2. Compliance.
      The
      Company is, or on the Effective Date will be, in material compliance with the
      provisions of the Sarbanes-Oxley Act of 2002 applicable to it, and has
      implemented or will implement such programs and taken reasonable steps to ensure
      the Company’s future compliance (not later than the relevant statutory and
      regulatory deadlines therefor) with all the material provisions of the
      Sarbanes-Oxley Act of 2002. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 10
          of
          33

      

    

     

    3. Covenants
      of the Company.
      The
      Company covenants and agrees as follows: 

    


    3.1. Amendments
      to Registration Statement.
      The
      Company will deliver to the Representative, prior to filing, any amendment
      or
      supplement to the Registration Statement or Prospectus proposed to be filed
      after the Effective Date and not file any such amendment or supplement to which
      the Representative shall reasonably object in writing. 

    


    3.2. Federal
      Securities Laws.
      

    


    3.2.1. Compliance.
      During
      the time when a Prospectus is required to be delivered under the Act, the
      Company will use its best efforts to comply with all requirements imposed upon
      it by the Act, the Regulations and the Exchange Act and by the regulations
      under
      the Exchange Act, as from time to time in force, so far as necessary to permit
      the continuance of sales of or dealings in the Public Securities in accordance
      with the provisions hereof and the Prospectus. If at any time when a Prospectus
      relating to the Public Securities is required to be delivered under the Act,
      any
      event shall have occurred as a result of which, in the opinion of counsel for
      the Company or counsel for the Underwriters, the Prospectus, as then amended
      or
      supplemented, includes an untrue statement of a material fact or omits to state
      any material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading, or if it is necessary at any time to amend the Prospectus to
      comply with the Act, the Company will notify the Representative promptly and
      prepare and file with the Commission, subject to Section 3.1 hereof, an
      appropriate amendment or supplement in accordance with Section 10 of the Act.
      

    


    3.2.2. Filing
      of Final Prospectus.
      The
      Company will file the Prospectus (in form and substance satisfactory to the
      Representative) with the Commission pursuant to the requirements of Rule 424
      of
      the Regulations. 

    


    3.2.3. Exchange
      Act Registration.
      For a
      period of three years from the Effective Date, or until such earlier time upon
      which the Company is required to be liquidated, the Company will use its best
      efforts to maintain the registration of the Units, the shares underlying the
      Option Unit, the shares underlying the Warrants, and the Shares under the
      provisions of the Exchange Act. The Company will not deregister the Units under
      the Exchange Act without the prior written consent of the Representative. The
      Shares and Warrants will trade as part of the Units only for a period of 6
      months starting on the Closing Date.

    


    3.2.4. Free
      Writing Prospectuses.
      The
      Company represents and agrees that it has not made and will not make any offer
      relating to the Public Securities that would constitute an issuer free writing
      prospectus, as defined in Rule 433 of the 1933 Act, without the prior consent
      of
      the Representative. Any such free writing prospectus consented to by the
      Representative is hereinafter referred to as a “Permitted
      Free Writing Prospectus.”
The
      Company represents that its will treat each Permitted Free Writing Prospectus
      as
      an “issuer free writing prospectus” as defined in Rule 433, and has complied and
      will comply with the applicable requirements of Rule 433 of the 1933 Act,
      including timely Commission filing where required, legending and record keeping.
      

    


    3.3. Delivery
      to Underwriters of Prospectuses.
      The
      Company will deliver to each of the several Underwriters, without charge, from
      time to time during the period when the Prospectus is required to be delivered
      under the Act or the Exchange Act such number of copies of each Prospectus
      as
      such Underwriters may reasonably request and, as soon as the Registration
      Statement or any amendment or supplement thereto becomes effective, deliver
      to
      you two original executed Registration Statements, including exhibits, and
      all
      post-effective amendments thereto and copies of all exhibits filed therewith
      or
      incorporated therein by reference and all original executed consents of
      certified experts. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Skystar
        Bio-Pharmaceutical Company.

      _______________,
        2008

      Page 11
        of
        33

       

    

    3.4. Effectiveness
      and Events Requiring Notice to the Representative.
      The
      Company will use its best efforts to cause the Registration Statement to remain
      effective with a current prospectus for as long as the Warrants remain
      outstanding and will notify the Representative immediately and confirm the
      notice in writing: (i) of the effectiveness of the Registration Statement
      and any amendment thereto; (ii) of the issuance by the Commission of any
      stop order or of the initiation, or the threatening, of any proceeding for
      that
      purpose; (iii) of the issuance by any state securities commission of any
      proceedings for the suspension of the qualification of the Securities for
      offering or sale in any jurisdiction or of the initiation, or the threatening,
      of any proceeding for that purpose; (iv) of the mailing and delivery to the
      Commission for filing of any amendment or supplement to the Registration
      Statement or Prospectus; (v) of the receipt of any comments or request for
      any additional information from the Commission; and (vi) of the happening
      of any event during the period described in this Section 3.4 hereof that, in
      the
      judgment of the Company, makes any statement of a material fact made in the
      Registration Statement or the Prospectus untrue or that requires the making
      of
      any changes in the Registration Statement or the Prospectus in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the Commission or any state securities commission shall
      enter
      a stop order or suspend such qualification at any time, the Company will make
      every reasonable effort to obtain promptly the lifting of such order.


    


    3.5. Intentionally
      omitted.
      

    


    3.6. Intentionally
      omitted. 

    


    3.7. Intentionally
      omitted. 

    


    3.8. [Financial
      Public Relations Firm.
      Promptly after the effective date, the Company shall retain a financial public
      relations firm (“I.R.”) reasonably acceptable to the Representative for a term
      to be agreed upon by the Company and the Representative.] 

    


    3.9. Reports
      to the Representative.
      

    


    3.9.1. Periodic
      Reports, etc.
      For a
      period of three years from the Effective Date, or until such earlier time upon
      which the Company is required to be liquidated, the Company will furnish to
      the
      Representative (Attn: Averell Satloff, Senior Managing Director) copies of
      such
      financial statements and other periodic and special reports as the Company
      from
      time to time furnishes generally to holders of any class of its securities
      and
      also promptly furnish to the Representative: (i) a copy of each periodic
      report the Company shall be required to file with the Commission; (ii) a
      copy of every press release and every news item and article with respect to
      the
      Company or its affairs which was released by the Company; (iii) a copy of
      each Form 8-K prepared and filed by the Company; (iv) five copies of each
      Registration Statement; (v) such additional documents and information with
      respect to the Company and the affairs of any future subsidiaries of the Company
      as the Representative may from time to time reasonably request; provided the
      Representatives shall sign, if requested by the Company, a Regulation FD
      compliant confidentiality agreement which is reasonably acceptable to the
      Representative and Haynes and Boone in connection with the Representative’s
      receipt of such information. Documents filed with the Commission pursuant to
      its
      EDGAR system shall be deemed to have been delivered to the Representative
      pursuant to this Section. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 12
          of
          33

      

    

     

    3.9.2. Transfer
      Sheets.
      For a
      period of three years from the Effective Date, or until such earlier time upon
      which the Company is required to be liquidated, the Company shall retain a
      transfer and warrant agent acceptable to the Representative (the “Transfer
      Agent”)
      and
      will furnish to the Representatives at the Company’s sole cost and expense such
      transfer sheets of the Company’s securities as the Representative may reasonably
      request, including the daily and monthly consolidated transfer sheets of the
      Transfer Agent and DTC. [              ]
      is
      acceptable to the Underwriters to act as Transfer Agent. 

    


    3.9.3. Trading
      Reports.
      During
      such time as the Public Securities are listed on AMEX the Company shall provide
      to the Representative, at its expense, such reports published by the AMEX
      relating to price trading of the Public Securities, as the Representative shall
      reasonably request. 

    


    3.10. Payment
      of Expenses.
      

    


    3.10.1. General
      Expenses Related to the Offering.
      The
      Company hereby agrees to pay on each of the Closing Date and the Option Closing
      Date, if any, to the extent not paid at the Closing Date, all expenses incident
      to the performance of the obligations of the Company under this Agreement,
      including, but not limited to: (i) the preparation, printing, filing and
      mailing (including the payment of postage with respect to such mailing) of
      the
      Registration Statement, the Preliminary and final Prospectuses and the printing
      and mailing of this Agreement and related documents, including the cost of
      all
      copies thereof and any amendments thereof or supplements thereto supplied to
      the
      Underwriters in quantities as may be required by the Underwriters; (ii) the
      printing, engraving, issuance and delivery of certificates for the Units, the
      Option Units and the Warrants (and their component securities) included in
      the
      Firm Units, including any transfer or other taxes payable thereon;
      (iii) filing fees, costs and expenses incurred in registering the Offering
      with FINRA; (iv) filing fees, costs and expenses incurred in listing the
      Units and the Shares and shares underlying Warrants included therein on the
      AMEX; (v) fees and disbursements of [                       ] (in
      its
      various capacities); (vi) the cost of up to 20 Lucite cubes or similar
      commemorative items in a style reasonably requested by the Representative;
      (vii)
      the cost (up to [______]) of the investigative search firm that conducted an
      investigation of the principals of the Company and (viii) all other costs and
      expenses incident to the performance by the Company of its obligations hereunder
      which are not otherwise specifically provided for in this Section 3.10.1
      including, without limitation, the Company’s “road-show” expenses up to a
      maximum of [______]. The Representative may also deduct from the net proceeds
      of
      the Offering payable to the Company on the Closing Date, or the Option Closing
      Date, if any, the expenses set forth herein to be paid by the Company to the
      Representative. 

    


    3.10.2. Non-accountable
      Expenses.
      The
      Company further agrees that, in addition to the expenses payable pursuant to
      Section 3.10.1, on the Closing Date it will pay to the Representative a
      non-accountable expense allowance equal to two percent (2.00%) of the gross
      proceeds received by the Company from the sale of the Firm Units by deduction
      from the proceeds of the Offering contemplated herein; provided
      however,
      that
      $[60,000]
      previously paid by the Company to the Representative shall be deducted from
      the
      non-accountable expense allowance payable to the Representative on the Closing
      Date. 

    


    3.11. Application
      of Net Proceeds.
      The
      Company will apply the net proceeds from the Offering received by it in a manner
      consistent with the application described under the caption “Use Of Proceeds” in
      the Prospectus. 

    


    3.12. Delivery
      of Earnings Statements to Security Holders.
      The
      Company will make generally available to its security holders as soon as
      practicable, but not later than the first day of the fifteenth full calendar
      month following the Effective Date, an earnings statement (which need not be
      certified by independent public or independent certified public accountants
      unless required by the Act or the Regulations, but which shall satisfy the
      provisions of Rule 158(a) under Section 11(a) of the Act) covering a period
      of
      at least twelve consecutive months beginning after the Effective Date.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 13
          of
          33

      

    

     

    3.13. Stabilization.
      Neither
      the Company, nor, to its knowledge, any of its employees, directors or
      shareholders (without the consent of the Representative) has taken or will
      take,
      directly or indirectly, any action designed to or that has constituted or that
      might reasonably be expected to cause or result in, under the Exchange Act,
      or
      otherwise, stabilization or manipulation of the price of any security of the
      Company to facilitate the sale or resale of the Units. 

    


    3.14. Internal
      Controls.
      The
      Company will maintain a system of internal accounting controls sufficient to
      provide reasonable assurances that: (i) transactions are executed in
      accordance with management’s general or specific authorization;
      (ii) transactions are recorded as necessary in order to permit preparation
      of financial statements in accordance with GAAP and to maintain accountability
      for assets; (iii) access to assets is permitted only in accordance with
      management’s general or specific authorization; and (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.
      

    


    3.15. Accountants.
      For a
      period of three years from the Effective Date, or until such earlier time upon
      which the Company is required to be liquidated, the Company shall retain MSWFT
      or other independent public accountants reasonably acceptable to the
      Representative. 

    


    3.16. FINRA.
      The
      Company shall advise the Representative (who shall make an appropriate filing
      with FINRA) if it is aware that any 5% or greater shareholder of the Company
      becomes an affiliate or associated person of an FINRA member participating
      in
      the distribution of the Company’s Public Securities. 

    


    3.17. No
      Fiduciary Duties.
      The
      Company acknowledges and agrees that the Underwriters’ responsibility to the
      Company is solely contractual in nature and that none of the Underwriters or
      their affiliates shall be acting in a fiduciary capacity, or otherwise owe
      any
      fiduciary duty to the Company in connection with the Offering and the other
      transactions contemplated by this Agreement. 

    


    4. Conditions
      of Underwriters’ Obligations.
      The
      obligations of the several Underwriters to purchase and pay for the Units,
      as
      provided herein, shall be subject to the continuing accuracy of the
      representations and warranties of the Company as of the date hereof and as
      of
      each of the Closing Date and the Option Closing Date, if any, to the accuracy
      of
      the statements of officers of the Company made pursuant to the provisions hereof
      and to the performance by the Company of its obligations hereunder and to the
      following conditions: 

    


    4.1. Regulatory
      Matters.
      

    


    4.1.1. Effectiveness
      of Registration Statement.
      The
      Registration Statement shall have become effective not later than 5:00 P.M.,
      Eastern time, on the date of this Agreement or such later date and time as
      shall
      be consented to in writing by you, and, at each of the Closing Date and the
      Option Closing Date, no stop order suspending the effectiveness of the
      Registration Statement shall have been issued and no proceedings for that
      purpose shall have been instituted or shall be pending or contemplated by the
      Commission and any request on the part of the Commission for additional
      information shall have been complied with to the reasonable satisfaction of
      Haynes and Boone. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 14
          of
          33

      

    

     

    4.1.2. FINRA
      Clearance.
      By the
      Effective Date, the Representative shall have received clearance from FINRA
      as
      to the amount of compensation allowable or payable to the Underwriters as
      described in the Registration Statement. 

    


    4.1.3. American
      Stock Exchange Clearance.
      On the
      Closing Date, the Company’s Units, Options Units, Warrants and Shares shall have
      been approved for listing on the AMEX. 

    


    4.1.4. Free
      Writing Prospectuses.
      The
      Representative covenants with the Company that the Underwriters will not use,
      authorize the use of, refer to, or participate in the planning for the use
      of a
“free writing prospectus” as defined in Rule 405 under the 1933 Act, which term
      includes use of any written information furnished by the Commission to the
      Company and not incorporated by reference into the Registration Statement,
      without the prior written consent of the Company. Any such free writing
      prospectus consented to by the Company is hereinafter referred to as an
“Underwriter
      Free Writing Prospectus.”
      

    


    4.2. Company
      Counsel Matters.
      

    


    4.2.1. Closing
      Date Opinion of Counsel.
      On the
      Closing Date, the Representative shall have received the favorable opinion
      of
Richardson
      and Patel LLP,
      counsel
      to the Company (“Richardson
      and Patel”),
      dated
      the Closing Date, addressed to the Representative: 

    


    (i) Based
      solely on a certificate of good standing dated within 5 days of the Closing
      Date, the Company has been duly organized and is validly existing as a
      corporation and is in good standing under the laws of the State of
      Nevada.

    


    (ii) All
      issued and outstanding securities of the Company have been duly authorized
      and
      validly issued and are fully paid and non-assessable; the holders thereof are
      not subject to personal liability by reason of being such holders; and none
      of
      such securities were issued in violation of the preemptive rights of any
      stockholder of the Company arising by operation of law or under the Articles
      of
      Incorporation. The offers and sales of the outstanding securities were at all
      relevant times either registered under the Act or exempt from such registration
      requirements. The authorized, and to the extent of Richardson and Patel’s
      knowledge, outstanding capital stock of the Company is as set forth in the
      Prospectus.

    


    (iii) The
      Units, Shares and Warrants have been duly authorized and, when issued and paid
      for, will be validly issued, fully paid and non-assessable; the holders thereof
      are not and will not be subject to personal liability solely by reason of being
      such holders. The Shares included in the Units are not and will not be subject
      to the preemptive rights of any holders of any security of the Company arising
      by operation of law or under the Articles of Incorporation. When issued, the
      Option Units and the Warrants will constitute valid and binding obligations
      of
      the Company to issue and sell, upon exercise thereof and payment therefor,
      the
      number and type of securities of the Company called for thereby and the
      Warrants, and the Option Units, when issued, in each case, are enforceable
      against the Company in accordance with their respective terms, except (a) as
      such enforceability may be limited by bankruptcy, insolvency, reorganization
      or
      similar laws affecting creditors’ rights generally, (b) as enforceability of any
      indemnification or contribution provision may be limited under the Federal
      and
      state securities laws, and (c) that the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to the equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought. The certificates representing the Securities are in due and
      proper form.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 15
          of
          33

      

    

     

    (iv) This
      Agreement, the Warrant Agreement and the Lock-up Agreements have each been
      duly
      and validly authorized and, when executed and delivered by the Company,
      constitute, and the Representative’s Option Units has been duly and validly
      authorized by the Company and, when executed and delivered, will constitute,
      the
      valid and binding obligations of the Company, enforceable against the Company
      in
      accordance with their respective terms, except (a) as such enforceability may
      be
      limited by bankruptcy, insolvency, reorganization or similar laws affecting
      creditors’ rights generally, (b) as enforceability of any indemnification or
      contribution provisions may be limited under the Federal and state securities
      laws, and (c) that the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to the equitable defenses and to the
      discretion of the court before which any proceeding therefor may be
      brought.

    


    (v) The
      execution, delivery and performance of this Agreement, the Warrant Agreement,
      the Representative’s Option Units and the Lock-up Agreements and compliance by
      the Company with the terms and provisions thereof and the consummation of the
      transactions contemplated thereby, and the issuance and sale of the securities,
      do not and will not, with or without the giving of notice or the lapse of time,
      or both, (a) to such counsel’s knowledge, based on representations of the
      Company made to such counsel and contained in a certificate provided by an
      executive officer of the Company, conflict with, or result in a breach of,
      any
      of the terms or provisions of, or constitute a default under, or result in
      the
      creation or modification of any lien, security interest, charge or encumbrance
      upon any of the properties or assets of the Company pursuant to the terms of,
      any mortgage, deed of trust, note, indenture, loan, contract, commitment or
      other agreement or instrument filed as an exhibit to the Registration Statement,
      (b) result in any violation of the provisions of the Articles of
      Incorporation, or (c) to such counsel’s knowledge, violate any statute or
      any judgment, order or decree, rule or regulation applicable to the Company
      of
      any court, domestic or foreign, or of any federal, state or other regulatory
      authority or other governmental body having jurisdiction over the Company,
      its
      properties or assets.

    


    (vi) The
      Registration Statement and the Prospectus and any post-effective amendments
      or
      supplements thereto (other than the financial statements included therein,
      as to
      which no opinion need be rendered) each as of their respective dates complied
      as
      to form in all material respects with the requirements of the Act and
      Regulations. The securities conform in all material respects to the description
      thereof contained in the Registration Statement and the Prospectus. No
      United
      States or state statute or regulation required to be described in the Prospectus
      is not described as required (except as to the Blue Sky laws of the various
      states, as to which such counsel expresses no opinions), nor are any contracts
      or documents of a character required to be described in
      the
      Registration Statement or
      the
      Prospectus or to be filed as exhibits to the Registration Statement not so
      described or filed as required (except for the contracts and documents described
      in the “Underwriting” section of the Registration Statement, as to which such
      counsel expresses no opinions).

    


    (vii) Based
      solely on a notice of effectiveness received from the Commission, the
      Registration Statement is effective under the Act. To such counsel’s knowledge,
      no stop order suspending the effectiveness of the Registration Statement has
      been issued and no proceedings for that purpose have been instituted or are
      pending or threatened under the Act or applicable state securities
      laws.

    


    (viii) The
      Company is not and, after giving effect to the Offering and sale of the
      Securities and the application of the proceeds thereof as described in the
      Registration Statement and the Prospectus, will not be, an “investment company”
as defined in the Investment Company Act of 1940, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 16
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    (ix) The
      opinion of Richardson and Patel shall further include a statement (which shall
      not be deemed a legal opinion) to the effect that such counsel has participated
      in conferences with officers and other representatives of the Company, the
      Underwriters and the independent registered public accounting firm of the
      Company, at which conferences the contents of the Registration Statement and
      the
      Prospectus contained therein and related matters were discussed and, although
      such counsel is not passing upon and does not assume any responsibility for
      the
      accuracy, completeness or fairness of the statements contained in the
      Registration Statement and the Prospectus contained therein, solely on the
      basis
      of the foregoing without independent check and verification, no facts have
      come
      to the attention of such counsel which lead them to believe that the
      Registration Statement or any amendment thereto, at the time the Registration
      Statement or amendment became effective, contained an untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading or the Prospectus
      or
      any amendment or supplement thereto, at the time they were filed pursuant to
      Rule 424(b) or at the date of such counsel’s opinion, contained an untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary to make the statement therein, in light of the
      circumstances under which they were made, not misleading (except that such
      counsel need express no view with respect to the financial information,
      statistical data and information and matters regarding non-United States laws,
      rules and regulations included in the Registration Statement or the
      Prospectus).

     

    (x) [prc
      counsel opinion provisions to follow]

    


    4.2.2. Option
      Closing Date Opinion of Counsel.
      On the
      Option Closing Date, if any, the Representative shall have received the
      favorable opinion of Richardson and Patel, dated the Option Closing Date,
      addressed to the Representative and in form and substance reasonably
      satisfactory to the Representative, confirming as of the Option Closing Date,
      the statements made by Richardson and Patel in their respective opinions
      delivered on the Closing Date. 

    


    4.2.3. Reliance.
      In
      rendering such opinion, such counsel may rely: (i) as to matters involving
      the application of laws other than the laws of the United States and
      jurisdictions in which they are admitted, to the extent such counsel deems
      proper and to the extent specified in such opinion, if at all, upon an opinion
      or opinions (in form and substance reasonably satisfactory to the
      Representative) of other counsel reasonably acceptable to the Representative,
      familiar with the applicable laws; and (ii) as to matters of fact, to the
      extent they deem proper, on certificates or other written statements of officers
      of the Company and officers of departments of various jurisdiction having
      custody of documents respecting the corporate existence or good standing of
      the
      Company, provided that copies of any such statements or certificates shall
      be
      delivered to Haynes and Boone if requested. The opinion of Richardson and Patel
      and any opinion relied upon by Richardson and Patel shall include a statement
      to
      the effect that it may be relied upon by counsel for the Underwriters in its
      opinion delivered to the Underwriters. 

    


    4.3. Cold
      Comfort Letter.
      At the
      time this Agreement is executed, and at each of the Closing Date and the Option
      Closing Date, if any, you shall have received a letter, addressed to the
      Representative and in form and substance satisfactory in all respects (including
      the non-material nature of the changes or decreases, if any, referred to in
      clause (iii) below) to you and to Haynes and Boone from MSWFT dated,
      respectively, as of the date of this Agreement and as of the Closing Date and
      the Option Closing Date, if any: 

    


    (i) Confirming
      that they are independent public accountants with respect to the Company within
      the meaning of the Act and the applicable Regulations and that they have not,
      during the periods covered by the financial statements included in the
      Prospectus, provided to the Company any non-audit services, as such term is
      used
      in Section 10A(g) of the Exchange Act; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 17
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          33

      

    

     

    (ii) Stating
      that in their opinion the financial statements of the Company included in the
      Registration Statement and Prospectus comply as to form in all material respects
      with the applicable accounting requirements of the Act and the published
      Regulations thereunder; 

    


    (iii) Stating
      that, on the basis of a limited review which included a reading of the latest
      available unaudited interim financial statements of the Company (with an
      indication of the date of the latest available unaudited interim financial
      statements), a reading of the latest available minutes of the shareholders
      and
      board of directors and the various committees of the board of directors,
      consultations with officers and other employees of the Company responsible for
      financial and accounting matters and other specified procedures and inquiries,
      nothing has come to their attention which would lead them to believe that:
      (a) the unaudited financial statements of the Company included in the
      Registration Statement do not comply as to form in all material respects with
      the applicable accounting requirements of the Act and the Regulations or are
      not
      fairly presented in conformity with GAAP applied on a basis substantially
      consistent with that of the audited financial statements of the Company included
      in the Registration Statement; (b) at a date not later than five days prior
      to the Effective Date, Closing Date or Option Closing Date, as the case may
      be,
      there was any change in the capital stock or long-term debt of the Company,
      or
      any decrease in the shareholders’ equity of the Company as compared with amounts
      shown in the [                       ]
      balance
      sheet included in the Registration Statement, other than as set forth in or
      contemplated by the Registration Statement, or, if there was any decrease,
      setting forth the amount of such decrease, and (c) during the period from
[                       ]
      to a
      specified date not later than five days prior to the Effective Date, Closing
      Date or Option Closing Date, as the case may be, there was any decrease in
      revenues, net earnings or net earnings per Ordinary Share, in each case as
      compared with the corresponding period in the preceding year and as compared
      with the corresponding period in the preceding quarter, other than as set forth
      in or contemplated by the Registration Statement, or, if there was any such
      decrease, setting forth the amount of such decrease; 

    


    (iv) Setting
      forth, at a date not later than five days prior to the Effective Date, the
      amount of liabilities of the Company (including a breakdown of commercial papers
      and notes payable to banks); 

    


    (v) Stating
      that they have compared specific dollar amounts, numbers of shares, percentages
      of revenues and earnings, statements and other financial information pertaining
      to the Company set forth in the Prospectus in each case to the extent that
      such
      amounts, numbers, percentages, statements and information may be derived from
      the general accounting records, including work sheets, of the Company and
      excluding any questions requiring an interpretation by legal counsel, with
      the
      results obtained from the application of specified readings, inquiries and
      other
      appropriate procedures (which procedures do not constitute an examination in
      accordance with generally accepted auditing standards) set forth in the letter
      and found them to be in agreement; 

    


    (vi) Stating
      that they have not since the Company’s formation brought to the attention of the
      Company’s management any reportable condition related to internal structure,
      design or operation as defined in the Statement on Auditing Standards No. 60
      “Communication of Internal Control Structure Related Matters Noted in an Audit,”
in the Company’s internal controls; and 

    


    (vii) Statements
      as to such other matters incident to the transaction contemplated hereby as
      you
      may reasonably request. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 18
          of
          33

      

    

     

    4.4. Officers’
      Certificates.
      

    


    4.4.1. Officers’
      Certificate.
      At each
      of the Closing Date and the Option Closing Date, if any, the Representative
      shall have received a certificate of the Company signed by the Chairman of
      the
      Board or the Chief Financial Officer and the Secretary or Assistant Secretary
      of
      the Company, dated the Closing Date or the Option Closing Date, as the case
      may
      be, respectively, to the effect that the Company has performed all covenants
      and
      complied with all conditions required by this Agreement to be performed or
      complied with by the Company prior to and as of the Closing Date, or the Option
      Closing Date, as the case may be, and that the conditions set forth in Section
      4.5 hereof have been satisfied as of such date and that, as of the Closing
      Date
      and the Option Closing Date, as the case may be, the representations and
      warranties of the Company set forth in Section 2 hereof are true and correct.
      In
      addition, the Representative will have received such other and further
      certificates of officers of the Company as the Representative may reasonably
      request. 

    


    4.4.2. Secretary’s
      Certificate.
      At each
      of the Closing Date and the Option Closing Date, if any, the Representative
      shall have received a certificate of the Company signed by the Secretary or
      Assistant Secretary of the Company, dated the Closing Date or the Option Date,
      as the case may be, respectively, certifying: (i) that the Articles of
      Incorporation are true and complete, have not been modified and are in full
      force and effect; (ii) that the resolutions of the Company’s Board of
      Directors relating to the public offering contemplated by this Agreement are
      in
      full force and effect and have not been modified; (iii) all correspondence
      between the Company or its counsel and the Commission; and (iv) as to the
      incumbency of the officers of the Company. The documents referred to in such
      certificate shall be attached to such certificate. 

    


    4.5. No
      Material Changes.
      Prior
      to and on each of the Closing Date and the Option Closing Date, if any:
      (i) there shall have been no material adverse change or development
      involving a prospective material adverse change in the condition or prospects
      or
      the business activities, financial or otherwise, of the Company from the latest
      dates as of which such condition is set forth in the Registration Statement
      and
      Prospectus; (ii) no action suit or proceeding, at law or in equity, shall
      have been pending or threatened against the Company or any Initial Shareholder
      before or by any court or federal or state commission, board or other
      administrative agency wherein an unfavorable decision, ruling or finding may
      materially adversely affect the business, operations, prospects or financial
      condition or income of the Company, except as set forth in the Registration
      Statement and Prospectus; (iii) no stop order shall have been issued under
      the Act and no proceedings therefor shall have been initiated or threatened
      by
      the Commission; and (iv) the Registration Statement and the Prospectus and
      any amendments or supplements thereto shall contain all material statements
      which are required to be stated therein in accordance with the Act and the
      Regulations and shall conform in all material respects to the requirements
      of
      the Act and the Regulations, and neither the Registration Statement nor the
      Prospectus nor any amendment or supplement thereto shall contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading. 

    


    4.6. Delivery
      of Agreements.
      

    


    4.6.1. Effective
      Date Deliveries.
      On the
      Effective Date, the Company shall have delivered to the Representative executed
      copies of the Warrant Agreement, the Subscription Agreement and all of the
      Insider Letters as well as the Lock-Up Agreement and [Employment
      Agreements].
      

    


    4.6.2. Closing
      Date Deliveries.
      On the
      Closing Date, the Company shall have delivered to the Representative executed
      copies of the Option Units. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 19
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    5. Indemnification.

    


    5.1. Indemnification
      of Underwriters.
      

    


    5.1.1. General.
      Subject
      to the conditions set forth below, the Company agrees to indemnify and hold
      harmless each of the Underwriters, their respective directors, officers and
      employees and each person, if any, who controls any such Underwriter
      (“controlling
      person”)
      within
      the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
      against any and all loss, liability, claim, damage and expense whatsoever
      (including but not limited to any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      commenced or threatened, or any claim whatsoever, whether arising out of any
      action between any of the Underwriters and the Company or between any of the
      Underwriters and any third party or otherwise) to which they or any of them
      may
      become subject under the Act, the Exchange Act or any other statute or at common
      law or otherwise or under the laws of foreign countries, arising out of or
      based
      upon any untrue statement or alleged untrue statement of a material fact
      contained in (i) any Preliminary Prospectus, the Registration Statement or
      the Prospectus (as from time to time each may be amended and supplemented);
      (ii) any post-effective amendment or amendments or any new registration
      statement and prospectus in which is included securities of the Company issued
      or issuable upon exercise of the Representative’s Purchase Option; or
      (iii) any application or other document or written communication (in this
      Section 5 collectively called “application”)
      executed by the Company or based upon written information furnished by the
      Company in any jurisdiction in order to qualify the Units under the securities
      laws thereof or filed with the Commission, any state securities commission
      or
      agency, or the AMEX; or the omission or alleged omission therefrom of a material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not misleading,
      unless such statement or omission was made in reliance upon and in conformity
      with the Underwriters’ Information, or any amendment or supplement thereof, or
      in any application, as the case may be. With respect to any untrue statement
      or
      omission or alleged untrue statement or omission made in the Prospectus, the
      indemnity agreement contained in this paragraph shall not inure to the benefit
      of any Underwriter to the extent that any loss, liability, claim, damage or
      expense of such Underwriter results from the fact that a copy of the Prospectus
      was not given or sent to the person asserting any such loss, liability, claim
      or
      damage at or prior to the written confirmation of sale of the Securities to
      such
      person as required by the Act and the Regulations, and if the untrue statement
      or omission has been corrected in the Prospectus, unless such failure to deliver
      the Prospectus was a result of non-compliance by the Company with its
      obligations under [Section
      3.4]
      hereof.
      The Company agrees promptly to notify the Representative of the commencement
      of
      any litigation or proceedings against the Company or any of its officers,
      directors or controlling persons in connection with the issue and sale of the
      Securities or in connection with the Registration Statement or Prospectus.
      

    


    5.1.2. Procedure.
      If any
      action is brought against an Underwriter or controlling person in respect of
      which indemnity may be sought against the Company pursuant to [Section
      5.1.1],
      such
      Underwriter shall promptly notify the Company in writing of the institution
      of
      such action and the Company shall assume the defense of such action, including
      the employment and fees of counsel (subject to the reasonable approval of such
      Underwriter) and payment of actual expenses. Such Underwriter or controlling
      person shall have the right to employ its or their own counsel in any such
      case,
      but the fees and expenses of such counsel shall be at the expense of such
      Underwriter or such controlling person unless: (i) the employment of such
      counsel at the expense of the Company shall have been authorized in writing
      by
      the Company in connection with the defense of such action; (ii) the Company
      shall not have employed counsel to have charge of the defense of such action;
      or
      (iii) such indemnified party or parties shall have reasonably concluded
      that there may be defenses available to it or them which are different from
      or
      additional to those available to the Company (in which case the Company shall
      not have the right to direct the defense of such action on behalf of the
      indemnified party or parties), in any of which events the reasonable fees and
      expenses of not more than one additional firm of attorneys selected by the
      Underwriter and/or controlling person shall be borne by the Company.
      Notwithstanding anything to the contrary contained herein, if the Underwriter
      or
      controlling person shall assume the defense of such action as provided above,
      the Company shall have the right to approve the terms of any settlement of
      such
      action which approval shall not be unreasonably withheld. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 20
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          33

      

    

     

    5.2. Indemnification
      of the Company.
      Each
      Underwriter, severally and not jointly, agrees to indemnify and hold harmless
      the Company, each of its directors, officers, Initial Shareholders and each
      person, if any, who controls the Company within the meaning of Section
      15
      of the
      Act or Section
      20
      of the
      Exchange Act against any and all loss, liability, claim, damage and expense
      described in Section
      5.1
      (including but not limited to any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      commenced or threatened, or any claim whatsoever, whether arising out of any
      action between any of the Underwriters and the Company or between any of the
      Underwriters and any third party or otherwise), as incurred, but only with
      respect to untrue statements or omissions, or alleged untrue statements or
      omissions made in: (a) (i) the Registration Statement or the Prospectus or
      any
      amendment or supplement thereto or (ii) any application, in each case in
      reliance upon, and in strict conformity with, the Underwriters’ Information or
      (b) in any “free writing prospectus” used by the Underwriters in connection with
      the Offering that is not an Underwriter Free Writing Prospectus. 
      In case
      any action shall be brought against the Company or any other person or entity
      so
      indemnified based on the Registration Statement or the Prospectus or any
      amendment or supplement thereto or any application or any such free writing
      prospectus, and in respect of which indemnity may be sought against any
      Underwriter, such Underwriter shall have the rights and duties given to the
      Company, and the Company and each other person so indemnified shall have the
      rights and duties given to the several Underwriters by the provisions of Section
      5.1.2. 

    


    5.3. Settlements.
      The
      indemnifying party under this Section 5 shall not be liable for any settlement
      of any proceeding effected without its written consent, which shall not be
      withheld, delayed or conditioned unreasonably, but if settled with such consent
      or if there is a final judgment for the plaintiff, the indemnifying party agrees
      to indemnify the indemnified party against any loss, claim, damage, liability
      or
      expense by reason of such settlement or judgment. Notwithstanding the foregoing
      sentence, if at any time an indemnified party shall have requested an
      indemnifying party to reimburse the indemnified party for fees and expenses
      of
      counsel as contemplated by Section 5.1.2 hereof, the indemnifying party agrees
      that it shall be liable for any settlement of any proceeding effected without
      its written consent if: (i) such settlement is entered into more than 60 days
      after receipt by such indemnifying party of the aforesaid request and (ii)
      such
      indemnifying party shall not have reimbursed the indemnified party in accordance
      with such request prior to the date of such settlement. No indemnifying party
      shall, without the prior written consent of the indemnified party, effect any
      settlement, compromise or consent to the entry of judgment in any pending or
      threatened action, suit or proceeding in respect of which any indemnified party
      is or could have been a party and indemnity was or could have been sought
      hereunder by such indemnified party, unless such settlement, compromise or
      consent (x) includes an unconditional release of such indemnified party from
      all
      liability on claims that are the subject matter of such action, suit or
      proceeding and (y) does not include a statement as to or an admission of fault,
      culpability or a failure to act, by or on behalf of any indemnified
      party.

    


    5.4. Contribution.
      

    


    5.4.1. Contribution
      Rights.
      In
      order to provide for just and equitable contribution under the Act in any case
      in which (i) any person entitled to indemnification under this Section 5
      makes claim for indemnification pursuant hereto but it is judicially determined
      (by the entry of a final judgment or decree by a court of competent jurisdiction
      and the expiration of time to appeal or the denial of the last right of appeal)
      that such indemnification may not be enforced in such case notwithstanding
      the
      fact that this Section 5 provides for indemnification in such case, or
      (ii) contribution under the Act, the Exchange Act or otherwise may be
      required on the part of any such person in circumstances for which
      indemnification is provided under this Section 5, then, and in each such case,
      the Company and the Underwriters shall contribute to the aggregate losses,
      liabilities, claims, damages and expenses of the nature contemplated by said
      indemnity agreement incurred by the Company and the Underwriters, as incurred,
      in such proportions that the Underwriters are responsible for that portion
      represented by the percentage that the underwriting discount appearing on the
      cover page of the Prospectus bears to the initial offering price appearing
      thereon and the Company is responsible for the balance; provided,
      that, no
      person guilty of a fraudulent misrepresentation (within the meaning of Section
      11(f) of the Act) shall be entitled to contribution from any person who was
      not
      guilty of such fraudulent misrepresentation. The Company and the Underwriters
      shall contribute in such proportion as is appropriate to reflect the relative
      fault of the Company and the Underwriters in connection with the actions or
      omissions which resulted in such loss, claim, damage, liability or action,
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Company and the Underwriters shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company or the Underwriters and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. Notwithstanding the provisions of this Section 5.4.1,
      no
      Underwriter shall be required to contribute any amount in excess of the amount
      by which the total price at which the Units underwritten by it and distributed
      to the public were offered to the public exceeds the amount of any damages
      that
      such Underwriter has otherwise been required to pay in respect of such losses,
      liabilities, claims, damages and expenses. For purposes of this Section, each
      director, officer and employee of an Underwriter or the Company, as applicable,
      and each person, if any, who controls an Underwriter or the Company, as
      applicable, within the meaning of Section 15 of the Act shall have the same
      rights to contribution as the Underwriters or the Company, as applicable.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 21
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    5.4.2. Contribution
      Procedure.
      Within
      fifteen days after receipt by any party to this Agreement (or its
      representative) of notice of the commencement of any action, suit or proceeding,
      such party will, if a claim for contribution in respect thereof is to be made
      against another party (“contributing party”), notify the contributing party of
      the commencement thereof, but the omission to so notify the contributing party
      will not relieve it from any liability which it may have to any other party
      other than for contribution hereunder. In case any such action, suit or
      proceeding is brought against any party, and such party notifies a contributing
      party or its representative of the commencement thereof within the aforesaid
      fifteen days, the contributing party will be entitled to participate therein
      with the notifying party and any other contributing party similarly notified.
      Any such contributing party shall not be liable to any party seeking
      contribution on account of any settlement of any claim, action or proceeding
      effected by such party seeking contribution without the written consent of
      such
      contributing party. The contribution provisions contained in this Section are
      intended to supersede, to the extent permitted by law, any right to contribution
      under the Act, the Exchange Act or otherwise available. The Underwriters’
obligations to contribute pursuant to this Section 5.4 are several and not
      joint. 

    


    6. Default
      by an Underwriter.
      

    


    6.1. Default
      Not Exceeding 10% of Firm Units or Option Units.
      If any
      Underwriter or Underwriters shall default in its or their obligations to
      purchase the Firm Units or the Option Units, if the Over-allotment Option is
      exercised, hereunder, and if the number of the Firm Units or Option Units with
      respect to which such default relates does not exceed in the aggregate 10%
      of
      the number of Firm Units or Option Units that all Underwriters have agreed
      to
      purchase hereunder, then such Firm Units or Option Units to which the default
      relates shall be purchased by the non-defaulting Underwriters in proportion
      to
      their respective commitments hereunder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 22
          of
          33

      

    

     

    6.2. Default
      Exceeding 10% of Firm Units or Option Units.
      In the
      event that the default addressed in Section 6.1 relates to more than 10% of
      the
      Firm Units or Option Units, you may in your discretion arrange for yourself
      or
      for another party or parties to purchase such Firm Units or Option Units to
      which such default relates on the terms contained herein. If, within one (1)
      Business Day after such default relating to more than 10% of the Firm Units
      or
      Option Units, you do not arrange for the purchase of such Firm Units or Option
      Units, then the Company shall be entitled to a further period of one (1)
      Business Day within which to procure another party or parties satisfactory
      to
      you to purchase said Firm Units or Option Units on such terms. In the event
      that
      neither you nor the Company arrange for the purchase of the Firm Units or Option
      Units to which a default relates as provided in this Section 6, this Agreement
      will automatically be terminated by you or the Company without liability on
      the
      part of the Company (except as provided in Sections 3.10 and 5 hereof) or the
      several Underwriters (except as provided in Section 5 hereof); provided,
      however,
      that if
      such default occurs with respect to the Option Units, this Agreement will not
      terminate as to the Firm Units; and provided further that nothing herein shall
      relieve a defaulting Underwriter of its liability, if any, to the other
      Underwriters and to the Company for damages occasioned by its default hereunder.
      

    


    6.3. Postponement
      of Closing Date.
      In the
      event that the Firm Units or Option Units to which the default relates are
      to be
      purchased by the non-defaulting Underwriters, or are to be purchased by another
      party or parties as aforesaid, you or the Company shall have the right to
      postpone the Closing Date or Option Closing Date for a reasonable period, but
      not in any event exceeding five (5) Business Days, in order to effect whatever
      changes may thereby be made necessary in the Registration Statement or the
      Prospectus or in any other documents and arrangements, and the Company agrees
      to
      file promptly any amendment to the Registration Statement or the Prospectus
      that
      in the opinion of counsel for the Underwriter may thereby be made necessary.
      The
      term “Underwriter” as used in this Agreement shall include any party substituted
      under this Section 6 with like effect as if it had originally been a party
      to
      this Agreement with respect to such Securities. 

    


    7. Additional
      Covenants.
      

    


    7.1. Board
      Composition and Board Designations.
      The
      Company shall ensure that: (i) the qualifications of the persons serving as
      board members and the overall composition of the board comply with the
      Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the
      listing requirements of the AMEX, NASDAQ or any other national securities
      exchange or national securities association, as the case may be, in the event
      the Company seeks to have its Public Securities listed on another exchange
      or
      quoted on an automated quotation system, and (ii) if applicable, at least
      one member of the board of directors qualifies as a “financial expert” as such
      term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated
      thereunder. 

    


    7.2. Additional
      Shares or Options.
      The
      Company hereby agrees that until the Units six (6) months trading period has
      not
      lapsed the Company shall not issue any Shares or any options or additional
      warrant, unless pre-approved by the Underwriters. 

    


    7.3. Lock-up
      Agreement.
      The
      company shall not take any action or wait to take any action which would cause
      a
      material break of the Lock-up Agreement executed between each beneficial owner
      and insider an the Representative and will not allow any ___ to, our waivers
      of,
      such Lock-up Agreement without prior written consent of
      Representative.

    


    7.4. Articles
      of Incorporation.
      The
      Company shall not take any action or omit to take any action that would cause
      the Company to be in material breach or violation of its Articles of
      Incorporation. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 23
          of
          33

      

    

    


    8. Effective
      Date of this Agreement and Termination Thereof.
      

    


    8.1. Effective
      Date.
      This
      Agreement shall become effective when both the Company and the Representative
      have executed the same and delivered counterparts of such signatures to the
      other party.

    


    8.2. Termination.
      You
      shall have the right to terminate this Agreement at any time prior to any
      Closing Date, (i) if any domestic or international event or act or
      occurrence has materially disrupted, or in your opinion will in the immediate
      future materially disrupt, general securities markets in the United States;
      or
      (ii) if trading on the New York Stock Exchange, the American Stock
      Exchange, the NASDAQ Global Market or the NASDAQ Capital Market shall have
      been
      suspended or materially limited, or minimum or maximum prices for trading shall
      have been fixed, or maximum ranges for prices for securities shall have been
      required by FINRA or by order of the Commission or any other government
      authority having jurisdiction, or (iii) if the United States shall have
      become involved in a new war or an increase in major hostilities, or
      (iv) if a banking moratorium has been declared by a New York State or
      federal authority, or (v) if a moratorium on foreign exchange trading has
      been declared which materially adversely impacts the United States securities
      markets, or (vi) if the Company shall have sustained a material loss by
      fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity
      or malicious act which, whether or not such loss shall have been insured, will,
      in your opinion, make it inadvisable to proceed with the delivery of the Firm
      Units or Option Units, or (vii) if the Company is in material breach of any
      of its representations, warranties or covenants hereunder, or (viii) if the
      Representative shall have become aware after the date hereof of such a material
      adverse change in the conditions or prospects of the Company, or such adverse
      material change in general market conditions as in the Representative’s judgment
      would make it impracticable to proceed with the offering, sale and/or delivery
      of the securities or to enforce contracts made by the Underwriters for the
      sale
      of the securities. 

    


    8.3. Expenses.
      Except
      in the case of a default by the Underwriters, pursuant to Section 6.2 above,
      in
      the event that this Agreement shall not be carried out for any reason
      whatsoever, within the time specified herein or any extensions thereof pursuant
      to the terms herein, the Company shall be obligated to pay to the Underwriters
      their actual and accountable out of pocket expenses related to the transactions
      contemplated herein then due and payable (including the fees and disbursements
      of Haynes and Boone up to $85,000). 

    


    8.4. Indemnification.
      Notwithstanding any contrary provision contained in this Agreement, any election
      hereunder or any termination of this Agreement, and whether or not this
      Agreement is otherwise carried out, the provisions of Section 5 shall not be
      in
      any way effected by, such election or termination or failure to carry out the
      terms of this Agreement or any part hereof. 

    


    9. Miscellaneous.
      

    


    9.1. Notices.
      All
      communications hereunder, except as herein otherwise specifically provided,
      shall be in writing and shall be mailed (registered or certified mail, return
      receipt requested), personally delivered or sent by facsimile transmission
      and
      confirmed and shall be deemed given when so delivered or faxed and confirmed
      or
      if mailed, two days after such mailing. 

    


    If
      to the
      Representative: 

    


    Jesup
      & Lamont Securities Corp.

    650
      Fifth
      Avenue

    New
      York,
      NY 10019

    Attn:
      Averell Satloff, Senior Managing Director 

    Fax
      No.:
      (212) 307-2684

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 24
          of
          33

      

    

     

    Copy
      to:


    


    Haynes
      and Boone LLP

    153
      East
      53rd Street

    Suite
      4900

    New
      York,
      NY 10022

    Attn:
      Brian C. Daughney, Esq.

    Fax:
      212.659-4964

    


    


    If
      to the
      Company: 

    


    Skystar
      Bio-Pharmaceutical Company.

    Rm.
      10601, Jiezuo Plaza

    No.
      4 Fenghui Road South

    Gaoxin
      District, Shaanxi Province, PRC

    Attn:
      Mr. Weibing Lu

    Fax:

    


    Copy
      to:


    


    Richardson
      and Patel

    10900
      Wilshire Boulevard

    Suite
      500

    Los
      Angeles, CA 90024

    Attn:
      Kevin K. Leung, Esq.

    Fax:
      310-208-1154


    


    9.2. Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement. 

    


    9.3. Amendment.
      This
      Agreement may only be amended by a written instrument executed by each of the
      parties hereto. 

    


    9.4. Entire
      Agreement.
      This
      Agreement (together with the other agreements and documents being delivered
      pursuant to or in connection with this Agreement) constitutes the entire
      agreement of the parties hereto with respect to the subject matter hereof and
      thereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof. 

    


    9.5. Binding
      Effect.
      This
      Agreement shall inure solely to the benefit of and shall be binding upon the
      Representative, the Underwriters, the Company and the controlling persons,
      directors and officers referred to in Section 5 hereof, and their respective
      successors, legal representatives and assigns, and no other person shall have
      or
      be construed to have any legal or equitable right, remedy or claim under or
      in
      respect of or by virtue of this Agreement or any provisions herein contained.
      The term “successors and assigns” shall not include a purchaser, in its capacity
      as such, of securities from any of the Underwriters. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 25
          of
          33

      

    

     

    9.6. Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. The
      Company hereby agrees that any action, proceeding or claim against it arising
      out of, or relating in any way to this Agreement shall be brought and enforced
      in the courts of the State of New York of the United States of America for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. The Company hereby waives any objection
      to such exclusive jurisdiction and that such courts represent an inconvenient
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      11 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim. The Company agrees
      that the prevailing party(ies) in any such action shall be entitled to recover
      from the other party(ies) all of its reasonable attorneys’ fees and expenses
      relating to such action or proceeding and/or incurred in connection with the
      preparation therefor. 

    


    9.7. Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto. Delivery of a signed counterpart of this Agreement by facsimile or
      email/pdf transmission shall constitute valid and sufficient delivery
      thereof.

    


    9.8. Waiver,
      etc.
      The
      failure of any of the parties hereto to at any time enforce any of the
      provisions of this Agreement shall not be deemed or construed to be a waiver
      of
      any such provision, nor to in any way effect the validity of this Agreement
      or
      any provision hereof or the right of any of the parties hereto to thereafter
      enforce each and every provision of this Agreement. No waiver of any breach,
      non-compliance or non-fulfillment of any of the provisions of this Agreement
      shall be effective unless set forth in a written instrument executed by the
      party or parties against whom or which enforcement of such waiver is sought;
      and
      no waiver of any such breach, non-compliance or non-fulfillment shall be
      construed or deemed to be a waiver of any other or subsequent breach,
      non-compliance or non-fulfillment. 

    


    


    


    [Remainder
      of page intentionally left blank.]
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Skystar
          Bio-Pharmaceutical Company.

        _______________,
          2008

        Page 26
          of
          33

      

    

     

    If
      the
      foregoing correctly sets forth the understanding between the Underwriters and
      the Company, please so indicate in the space provided below for that purpose,
      whereupon this letter shall constitute a binding agreement between us.


    


    

      
        	 	
                Very
                  truly yours, 

              	 
	 	 	 	 	 
	 	
                SKYSTAR
                  BIO-PHARMACEUTICAL COMPANY. 

              
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:

              	      
	 
	 	 	
                Name:
                  

              	
                Weibing
                  Lu

              	 
	 	 	
                Title:
                  

              	
                Chairman
                  and Chief Executive Officer

              	 


      



     

    Accepted
      on the date first above written.

    


    JESUP
      & LAMONT SECURITIES CORPORATION

     

    

      
        	
                By:

              	       
	 
	
                 

              	
                
                  Name:

                

              	
                Averell
                  Satloff 

              	 
	 	
                Title:
                  

              	
                Senior
                  Managing Director 

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B