THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
      TO ANYONE OTHER THAN (I) JESSUP
      & LAMONT SECURITIES CORPORATION
      OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR
      (II)
      A BONA FIDE OFFICER OR PARTNER OF JESSUP & LAMONT SECURITIES CORPORATION OR
      OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

    


    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      CHINA GROWTH ALLIANCE LTD. OF A SHARE RECONSTRUCTION OR AMALGAMATION, CAPITAL
      STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION
      (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION
      STATEMENT (DEFINED HEREIN) OR , 2008 [180 DAYS FROM DATE OF PROSPECTUS]. VOID
      AFTER 5:00 P.M. EASTERN TIME, , 2013 [FIVE YEARS THE FROM DATE OF THE
      PROSPECTUS]. 

    


    UNIT
      PURCHASE OPTION

    


    For
      the
      Purchase of

    ________
      Units

    Of

    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


    


    
      1.
        Purchase
        Option. 

    

    


    THIS
      CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
      (“Holder”), as registered owner of this Purchase Option, to SkyStar
      Bio-Pharmaceutical Company (the “Company”), Holder is entitled, at any time or
      from time to time from , 2008 [180 days from date of prospectus] (the
“Commencement Date”), and at or before 5:00 p.m., Eastern Time, , 2013 [five
      years from date of prospectus] (the “Expiration Date”), but not thereafter, to
      subscribe for, purchase and receive, in whole or in part, up to _____________
      units (the “Units”) of the Company, each Unit consisting of: (i) one share of
      the Company, par value $.001 per share (the “Shares”); and (ii) one Class C
      warrant of the Company (the “Class C Warrants”), with each Class C Warrant
      allowing the holder thereof to purchase one-quarter Share. Each Class C Warrant
      is the same as the warrant included in the Units being registered for sale
      to
      the public by way of the Registration Statement on Form S-1 filed by the Company
      with the Securities and Exchange Commission and declared effective on ____,
      2008, (the “Public Warrants”) except that the Warrants included in the Purchase
      Option have an exercise price of $____ per share (125% of the exercise price
      of
      the Public Warrants), subject to adjustment as provided in Section 6 hereof.
      If
      the Expiration Date is a day on which banking institutions are authorized by
      law
      to close, then this Purchase Option may be exercised on the next succeeding
      day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $____ per Unit ([125%] of the price of the Units sold in the
      Offering) so purchased; provided, however, that upon the occurrence of any
      of
      the events specified in Section 6 hereof, the rights granted by this Purchase
      Option, including the exercise price per Unit and the number of Units (and
      Shares and Warrants) to be received upon such exercise, shall be adjusted as
      therein specified. The term “Exercise Price” shall mean the initial exercise
      price or the adjusted exercise price, depending on the context.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      2.
        Exercise.
        

    

    


    2.1 Exercise
      Form. In order to exercise this Purchase Option, the exercise form attached
      hereto must be duly executed and completed and delivered to the Company,
      together with this Purchase Option and payment of the Exercise Price for the
      Units being purchased payable in cash by wire transfer of immediately available
      funds to an account designated by the Company or by certified check or official
      bank check. If the subscription rights represented hereby shall not be exercised
      at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase
      Option shall become and be void without further force or effect, and all rights
      represented hereby shall cease and expire.

    


    2.2 Legend.
      Each certificate for the securities purchased under this Purchase Option shall
      bear a legend as follows unless such securities have been registered under
      the
      Securities Act of 1933, as amended (the “Act”):

    


    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Act”) or applicable state law. Neither
      the securities nor any interest therein may be offered for sale, sold or
      otherwise transferred except pursuant to an effective registration statement
      under the Act, or pursuant to an exemption from registration under the Act
      and
      applicable state law which, in the opinion of counsel to the Company, is
      available.”

    


    2.3 Cashless
      Exercise. 

    


    2.3.1 Determination
      of Amount. In lieu of the payment of the Exercise Price multiplied by the number
      of Units for which this Purchase Option is exercisable (and in lieu of being
      entitled to receive Shares and Warrants) in the manner required by Section
      2.1,
      the Holder shall have the right (but not the obligation) to convert any
      exercisable but unexercised portion of this Purchase Option into Units (the
      “Conversion Right”) as follows: upon exercise of the Conversion Right, the
      Company shall deliver to the Holder (without payment by the Holder of any of
      the
      Exercise Price in cash) that number of Units equal to the quotient obtained
      by
      dividing (x) the “Value” (as defined below) of the portion of the Purchase
      Option being converted by (y) the Current Market Price (as defined below) of
      a
      Unit. The “Value” of the portion of the Purchase Option being converted shall
      equal the remainder derived from subtracting (a) (i) the Exercise Price
      multiplied by (ii) the number of Units underlying the portion of this Purchase
      Option being converted from (b) the Current Market Price of a Unit multiplied
      by
      the number of Units underlying the portion of the Purchase Option being
      converted. The “Current Market Price” of a Unit shall mean (i) if the Unit is
      listed on a national securities exchange or quoted on the Nasdaq Global Market,
      Nasdaq Capital Market or OTC Bulletin Board, the average closing price of a
      Unit
      for thirty (30) trading days immediately preceding the date of determination
      of
      the Current Market Price in the principal trading market for the Unit as
      reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority,
      Inc. (“FINRA”), as the case may be; (ii) if the Unit is not listed on a national
      securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
      or the OTC Bulletin Board, but is traded in the residual over-the-counter
      market, the closing bid price for the Unit on the last trading day preceding
      the
      date in question for which such quotations are reported by the Pink Sheets,
      LLC
      or similar publisher of such quotations; and (iii) if the fair market value
      of
      the Unit cannot be determined pursuant to clause (i) or (ii) above, such price
      as the Board of Directors of the Company (the “Board”) shall determine, in good
      faith.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.3.2 Mechanics
      of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder
      on any business day on or after the Commencement Date and not later than the
      Expiration Date by delivering the Purchase Option with a duly executed exercise
      form attached hereto with the cashless exercise section completed to the
      Company, exercising the Cashless Exercise Right and specifying the total number
      of Units the Holder will purchase pursuant to such Cashless Exercise
      Right.

    


    2.4 Warrant
      Exercise. Any warrants underlying the Units shall be issued pursuant to and
      subject to the terms and conditions set forth in the Warrant Agreement, dated
      as
      of ______________, 2008, between the Company and ___________, acting as Warrant
      Agent (the “Warrant Agreement”); provided, that the exercise price of the
      Warrants underlying this Purchase Option shall be as set forth
      herein.

    


    2.5 Effective
      Registration Statement. The Warrants underlying this Purchase Option are
      exercisable only during those periods of time in which the Company maintains
      the
      effectiveness of the Registration Statement. 

    


    
      3.
        Transfer.
        

    

    


    3.1 General
      Restrictions. The registered Holder of this Purchase Option agrees by his,
      her
      or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign,
      pledge or hypothecate this Purchase Option for a period of one hundred eighty
      (180) days following the Effective Date to anyone other than: (i) Ferris or
      an
      underwriter or a selected dealer participating in the Offering, or (ii) a bona
      fide officer or partner of Ferris or of any such underwriter or selected dealer,
      in each case in accordance with FINRA Conduct Rule 2710(g)(1) or (b) cause
      this
      Purchase Option or the securities issuable hereunder to be the subject of any
      hedging, short sale, derivative, put or call transaction that would result
      in
      the effective economic disposition of this Purchase Option or the Securities
      hereunder, except as provided for in FINRA Rule 2710(g)(2). On and after 180
      days from the Effective Date, transfers to others may be made subject to
      compliance with or exemptions from applicable securities laws. In order to
      make
      any permitted assignment, the Holder must deliver to the Company the assignment
      form attached hereto duly executed and completed, together with the Purchase
      Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall within five business days transfer this Purchase
      Option on the books of the Company and shall execute and deliver a new Purchase
      Option or Purchase Options of like tenor to the appropriate assignee(s)
      expressly evidencing the right to purchase the aggregate number of Units
      purchasable hereunder or such portion of such number as shall be contemplated
      by
      any such assignment.

    


    3.2 Restrictions
      Imposed by the Act. The securities evidenced by this Purchase Option shall
      not
      be transferred unless and until: (i) the Company has received the opinion of
      counsel for the Holder that the securities may be transferred pursuant to an
      exemption from registration under the Act and applicable state securities laws,
      the availability of which is established to the reasonable satisfaction of
      the
      Company (the Company hereby agreeing that the opinion of Gersten Savage LLP
      shall be deemed satisfactory evidence of the availability of an exemption),
      or
      (ii) a registration statement or a post-effective amendment to the Registration
      Statement relating to the offer and sale of such securities has been filed
      by
      the Company and declared effective by the Securities and Exchange Commission
      (the “Commission”) and compliance with applicable state securities law has been
      established.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      4.
        New
        Purchase Options to be Issued. 

    

    


    4.1 Partial
      Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this
      Purchase Option may be exercised or assigned in whole or in part. In the event
      of the exercise or assignment hereof in part only, upon surrender of this
      Purchase Option for cancellation, together with the duly executed exercise
      or
      assignment form and funds sufficient to pay any Exercise Price and/or transfer
      tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to
      be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned.

    


    4.2 Lost
      Certificate. Upon receipt by the Company of evidence satisfactory to it of
      the
      loss, theft, destruction or mutilation of this Purchase Option and of reasonably
      satisfactory indemnification or the posting of a bond, the Company shall execute
      and deliver a new Purchase Option of like tenor and date. Any such new Purchase
      Option executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

    


    5.
      Registration
      Rights. 

    


    5.1
      Demand
      Registration. 

    


    5.1.1 Grant
      of
      Right. The Company, upon written demand (“Demand Notice”) of the Holder(s) of at
      least 51% of the Purchase Options and/or the underlying Units and/or the
      underlying securities (“Majority Holders”), agrees to register, on one occasion,
      all of the Class C Warrants, and/or the Shares underlying the Warrants, all
      underlying such Purchase Options (collectively, the “Registrable Securities”) as
      requested by the Majority Holders in the Demand Notice, provided that no such
      registration will be required unless the Holders request registration of an
      aggregate of at least 51% of the outstanding Registrable Securities. On such
      occasion, the Company will file a new registration statement or a post-effective
      amendment to the Registration Statement covering the Registrable Securities
      within sixty days after receipt of the Demand Notice and use its best efforts
      to
      have such registration statement or post-effective amendment declared effective
      as soon as possible thereafter. The demand for registration may be made at
      any
      time during a period of four years beginning on the first anniversary of the
      Effective Date. The Company covenants and agrees to give written notice of
      its
      receipt of any Demand Notice by any Holder(s) to all other registered Holders
      of
      the Purchase Options and/or the Registrable Securities within ten days from
      the
      date of the receipt of any such Demand Notice, who shall have five days from
      the
      receipt of such Notice in which to notify the Company of their desire to have
      their Registrable Securities included in the Registration
      Statement.

    


    5.1.2 Terms.
      The Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the reasonable expenses of any legal counsel
      selected by the Holders to represent them in connection with the sale of the
      Registrable Securities, but the Holders shall pay any and all underwriting
      commissions, if any. The Company agrees to use its commercially reasonable
      efforts if required to qualify or register the Registrable Securities in such
      States as are reasonably requested by the Majority Holder(s); provided, however,
      that in no event shall the Company be required to register the Registrable
      Securities in a State in which such registration would cause: (i) the Company
      to
      be obligated to qualify to do business in such State or execute a general
      consent to service of process, or would subject the Company to taxation as
      a
      foreign corporation doing business in such jurisdiction or (ii) the principal
      shareholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. The Company shall cause any registration statement or
      post-effective amendment filed pursuant to the demand rights granted under
      Section 5.1.1 to remain effective for a period of twelve consecutive months
      from
      the effective date of such registration statement or post-effective amendment
      or
      until the Holders have completed the distribution of the Registrable Securities
      included in the Registration Statement, whichever occurs first.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.1.3 Deferred
      Filing. If: (i) in the good faith judgment of the Board, as a result of a
      potential acquisition being considered by the company filing a registration
      statement pursuant to Section 5.1 would be materially detrimental to the Company
      and the Board concludes, as a result, that it is essential to defer the filing
      of such registration statement at such time, and (ii) the Company shall furnish
      to such Holders a certificate signed by the President of the Company stating
      that in the good faith judgment of the Board it would be materially detrimental
      to the Company for such registration statement to be filed in the near future
      and that it is, therefore, essential to defer the filing of such registration
      statement, then the Company shall have the right to defer such filing on one
      occasion for an aggregate of not more than ninety (90) days in any twelve-month
      period.

    


    5.2
      “Piggy-Back”
      Registration. 

    


    5.2.1 Grant
      of
      Right. In addition to the demand right of registration, the Holders of the
      Purchase Options shall have the right for a period of seven years commencing
      on
      the Effective Date, to include the Registrable Securities as part of any other
      registration of securities filed by the Company (other than in connection with
      a
      transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
      to
      Form S-8 or any successor or equivalent form); provided, however, that if,
      in
      the written opinion of the Company’s managing underwriter or underwriters, if
      any, for such offering, the inclusion of the Registrable Securities, when added
      to the securities being registered by the Company or the selling shareholder(s),
      will exceed the maximum amount of the Company’s securities which can be
      marketed: (i) at a price reasonably related to their then current market value,
      and (ii) without materially and adversely affecting the entire offering, then
      the Company will still be required to include the Registrable Securities, but
      may require the Holders to agree, in writing, to delay the sale of all or any
      portion of the Registrable Securities for a period of 90 days from the effective
      date of the offering, provided, further, that if the sale of any Registrable
      Securities is so delayed, then the number of securities to be sold by all
      shareholders in such public offering shall be apportioned pro rata among all
      such selling shareholders, including all holders of the Registrable Securities,
      according to the total amount of securities of the Company owned by said selling
      shareholders, including all holders of the Registrable Securities.

    


    5.2.2 Terms.
      The Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      In
      the event of such a proposed registration, the Company shall furnish the then
      Holders of outstanding Registrable Securities with not less than ten business
      days written notice prior to the proposed date of filing of such registration
      statement. Such notice to the Holders shall continue to be given for each
      applicable registration statement filed (during the period in which the Purchase
      Option is exercisable) by the Company until such time as all of the Registrable
      Securities have been registered and sold. The holders of the Registrable
      Securities shall exercise the “piggy back” rights provided for herein by giving
      written notice, within five business days of the receipt of the Company’s notice
      of its intention to file a registration statement. The Company shall cause
      any
      registration statement filed pursuant to the above “piggyback” rights that does
      not relate to a firm commitment underwritten offering to remain effective for
      at
      least nine consecutive months from the effective date of such registration
      statement or until the Holders have completed the distribution of the
      Registrable Securities in the registration statement, whichever occurs
      first.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.3
      General
      Terms. 

    


    5.3.1 Indemnification.
      The Company shall indemnify the Holder(s) of the Registrable Securities to
      be
      sold pursuant to any registration statement hereunder and each person, if any,
      who controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever) to which any of them may become subject under the Act, the Exchange
      Act or otherwise, arising from such registration statement but only to the
      same
      extent and with the same effect as the provisions pursuant to which the Company
      has agreed to indemnify the underwriters contained in Section 5 of the
      Underwriting Agreement in the Offering. The Holder(s) of the Registrable
      Securities to be sold pursuant to such registration statement, and their
      successors and assigns, shall severally, and not jointly, indemnify the Company,
      its officers and directors and each person, if any, who controls the Company
      within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
      Act, against all loss, claim, damage, expense or liability (including all
      reasonable attorneys’ fees and other expenses reasonably incurred in
      investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Act, the Exchange Act or otherwise, arising
      from information furnished by or on behalf of such Holders, or their successors
      or assigns, in writing, for specific inclusion in such registration statement
      to
      the same extent and with the same effect as the provisions contained in Section
      5 of the Underwriting Agreement pursuant to which the underwriters have agreed
      to indemnify the Company.

    


    5.3.2 Exercise
      of Purchase Options. Nothing contained in this Purchase Option shall be
      construed as requiring the Holder(s) to exercise their Purchase Options or
      Warrants underlying such Purchase Options prior to or after the initial filing
      of any registration statement or the effectiveness thereof.

    


    5.3.3 Documents
      Delivered to Holders. The Company shall furnish Ferris, as representative of
      the
      Holders participating in any of the foregoing offerings, a signed counterpart,
      addressed to the participating Holders, of: (i) an opinion of counsel to the
      Company, dated the effective date of such registration statement (or, if such
      registration includes an underwritten public offering, an opinion dated the
      date
      of the closing under any underwriting agreement related thereto), and (ii)
      a
“cold comfort” letter dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, a letter
      dated the date of the closing under the underwriting agreement) signed by the
      independent public accountants who have issued a report on the Company’s
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants’ letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer’s counsel
      and in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities; provided however, that in the case of an underwritten
      offering, the provisions of the underwriting agreement described in Section
      5.4.4 shall control. The Company shall also deliver promptly to Ferris, as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit Ferris, as representative of the Holders, to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or the rules of FINRA.
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Ferris, as representative of the Holders, shall reasonably
      request. The Company shall not be required to disclose any confidential
      information or other records to Ferris, as representative of the Holders, or
      to
      any other person, until and unless such persons shall have entered into
      confidentiality agreements (in form and substance reasonably satisfactory to
      the
      Company) with the Company with respect thereto. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.3.4 Underwriting
      Agreement. The Company shall enter into an underwriting agreement with the
      managing underwriter(s), if any, selected by any Holders whose Registrable
      Securities are being registered pursuant to this Section 5, which managing
      underwriter shall be reasonably acceptable to the Company. Such agreement shall
      be reasonably satisfactory in form and substance to the Company, each Holder
      and
      such managing underwriters, and shall contain such representations, warranties
      and covenants by the Company and such other terms as are customarily contained
      in agreements of that type used by the managing underwriter. The Holders shall
      be parties to any underwriting agreement relating to an underwritten sale of
      their Registrable Securities and may, at their option, require that any or
      all
      the representations, warranties and covenants of the Company to or for the
      benefit of such underwriters shall also be made to and for the benefit of such
      Holders. Such Holders shall not be required to make any representations or
      warranties to or agreements with the Company or the underwriters except as
      they
      may relate to such Holders and their intended methods of distribution or as
      are
      customarily required of selling shareholders in a firm commitment underwritten
      offering. Such Holders, however, shall agree to such covenants and
      indemnification and contribution obligations for selling shareholders as are
      customarily contained in agreements of that type used by the managing
      underwriter. Further, such Holders shall execute appropriate custody agreements
      and otherwise cooperate fully in the preparation of the registration statement
      and other documents relating to any offering in which they include securities
      pursuant to this Section 5. Each Holder shall also furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

    


    5.3.5 Rule
      144
      Sale. Notwithstanding anything contained in this Section 5 to the contrary,
      the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
      registration of Registrable Securities held by any Holder, where such Holder
      would then be entitled to sell under Rule 144 within any three-month period
      (or
      such other period prescribed under Rule 144 as may be provided by amendment
      thereof) all of the Registrable Securities then held by such
      Holder.

    


    5.3.6 Supplemental
      Prospectus. Each Holder agrees, that upon receipt of any notice from the Company
      of the happening of any event as a result of which the prospectus included
      in
      the Registration Statement, as then in effect, includes an untrue statement
      of a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, or that would otherwise require disclosure of
      material nonpublic information that, if disclosed at such time, would be
      materially harmful to the Company, such Holder will immediately discontinue
      disposition of the Registrable Securities pursuant to the Registration Statement
      covering such Registrable Securities until such Holder’s receipt of the copies
      of a supplemental or amended prospectus, or the public disclosure and
      dissemination of such information, as the case may be, and, if so desired by
      the
      Company, such Holder shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of such
      destruction) all copies, other than permanent file copies then in such Holder’s
      possession, of the prospectus covering such Registrable Securities current
      at
      the time of receipt of such notice.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.3.7 Documents
      to be Delivered by Holder(s). Each Holder participating in any of the foregoing
      offerings shall furnish to the Company a completed and executed questionnaire
      provided by the Company requesting information customarily sought of selling
      securityholders.

    


    5.3.8 No
      Net-Cash Settlement or Damages Upon Failure of Registration. In no event shall
      the registered holder of this Purchase Option and the Warrants underlying the
      Purchase Option be entitled to: (i) net-cash settlement of this Purchase Option
      or the Warrants underlying the Purchase Option, regardless of whether any or
      all
      of the Registrable Securities have been registered by the Company pursuant
      to an
      effective registration statement, or (ii) receive any damages if any or all
      of
      the Registrable Securities have not been registered by the Company pursuant
      to
      an effective registration statement, subject to the requirement that the Company
      use its best efforts to have a registration statement or post-effective
      amendment filed pursuant to this Section 5 declared effective as soon as
      possible after receiving the Demand Notice. In the event there is no effective
      registration statement related to the issuance or exercise of the Warrants
      contained within the Units, that portion of the Units may not be exercised
      by
      the holder and therefore may expire and be worthless.

    


    6. Adjustments.
      

    


    6.1 Adjustments
      to Exercise Price and Number of Securities. The Exercise Price and the number
      of
      Units underlying the Purchase Option shall be subject to adjustment from time
      to
      time as hereinafter set forth:

    


    6.1.1 Share
      Dividends; Split Ups. If after the date hereof, and subject to the provisions
      of
      Section 6.3 below, the number of outstanding Shares is increased by a stock
      dividend payable in Shares or by a split up of Shares or other similar event,
      then, on the effective day thereof, the number of Shares underlying the Units
      purchasable hereunder shall be increased in proportion to such increase in
      outstanding shares. In such case, the number of Shares, and the exercise price
      applicable thereto, underlying the Warrants underlying the Units purchasable
      hereunder shall be adjusted in accordance with the terms of the Warrant
      Agreement Warrant Agreement. For example, if the Company declares a two-for-one
      share dividend and at the time of such dividend this Purchase Option is for
      the
      purchase of one Unit at $10.00 per whole Unit (each of the Warrants underlying
      the Unit is exercisable for $___ per share), upon effectiveness of the dividend,
      this Purchase Option will be adjusted to allow for the purchase of one Unit
      at
      $10.00 per Unit, each Unit entitling the holder to receive two Class C Warrants,
      and two Shares.

    


    6.1.2 Aggregation
      of Shares. If after the date hereof, and subject to the provisions of Section
      6.3, the number of outstanding Shares is decreased by a consolidation,
      combination or reclassification of Shares or other similar event, then, on
      the
      effective date thereof, the number of Shares underlying the Units purchasable
      hereunder shall be decreased in proportion to such decrease in outstanding
      shares. In such case, the number of Shares, and the exercise price applicable
      thereto, underlying the Warrants purchasable hereunder shall be adjusted in
      accordance with the terms of the Warrants.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.1.3 Replacement
      of Securities upon Reorganization, etc. In case of any reclassification or
      reorganization of the outstanding Shares other than a change covered by Section
      6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares,
      or in
      the case of any share reconstruction or amalgamation or consolidation of the
      Company with or into another corporation (other than a consolidation or share
      reconstruction or amalgamation in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding Shares), or in the case of any sale or conveyance to another
      corporation or entity of the property of the Company as an entirety or
      substantially as an entirety in connection with which the Company is dissolved,
      the Holder of this Purchase Option shall have the right thereafter (until the
      expiration of the right of exercise of this Purchase Option) to receive upon
      the
      exercise hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, the kind and amount of shares of stock or
      other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, share reconstruction or amalgamation, or consolidation, or
      upon
      a dissolution following any such sale or transfer, by a Holder of the number
      of
      Shares of the Company obtainable upon exercise of this Purchase Option and
      the
      underlying Class C Warrants immediately prior to such event; and if any
      reclassification also results in a change in Shares covered by Section 6.1.1
      or
      6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2
      and
      this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply
      to successive reclassifications, reorganizations, share reconstructions or
      amalgamations, or consolidations, sales or other transfers.

    


    6.1.4 Changes
      in Form of Purchase Option. This form of Purchase Option need not be changed
      because of any change pursuant to this Section, and Purchase Options issued
      after such change may state the same Exercise Price and the same number of
      Units
      as are stated in the Purchase Options initially issued pursuant to this
      Agreement. The acceptance by any Holder of the issuance of new Purchase Options
      reflecting a required or permissive change shall not be deemed to waive any
      rights to an adjustment occurring after the Commencement Date or the computation
      thereof.

    


    6.2 Substitute
      Purchase Option. In case of any consolidation of the Company with, or share
      reconstruction or amalgamation of the Company with or into, another corporation
      (other than a consolidation or share reconstruction or amalgamation which does
      not result in any reclassification or change of the outstanding Shares), the
      corporation formed by such consolidation or share reconstruction or amalgamation
      shall execute and deliver to the Holder a supplemental Purchase Option providing
      that the holder of each Purchase Option then outstanding or to be outstanding
      shall have the right thereafter (until the stated expiration of such Purchase
      Option) to receive, upon exercise of such Purchase Option, the kind and amount
      of shares of stock and other securities and property receivable upon such
      consolidation or share reconstruction or amalgamation, by a holder of the number
      of Shares of the Company for which such Purchase Option might have been
      exercised immediately prior to such consolidation, share reconstruction or
      amalgamation, sale or transfer. Such supplemental Purchase Option shall provide
      for adjustments which shall be identical to the adjustments provided in Section
      6. The above provision of this Section shall similarly apply to successive
      consolidations or share reconstructions or amalgamations.

    


    6.3 Elimination
      of Fractional Interests. The Company shall not be required to issue certificates
      representing fractions of Shares or Class C Warrants upon the exercise of the
      Purchase Option, nor shall it be required to issue scrip or pay cash in lieu
      of
      any fractional interests, it being the intent of the parties that all fractional
      interests shall be eliminated by rounding any fraction up or down, as the case
      may be, to the nearest whole number of Class C Warrants, Shares or other
      securities, properties or rights.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7. Reservation
      and Listing. The Company shall at all times reserve and keep available out
      of
      its authorized Shares, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Option, such number
      of
      Shares or other securities, properties or rights as shall be issuable upon
      the
      exercise thereof. The Company covenants and agrees that, upon exercise of the
      Purchase Options and payment of the Exercise Price therefor, in accordance
      with
      the terms hereby, all Shares and other securities issuable upon such exercise
      shall be duly and validly issued, fully paid and non-assessable and not subject
      to preemptive rights of any shareholder. The Company further covenants and
      agrees that upon exercise of the Warrants underlying the Purchase Options and
      Units and payment of the respective Warrant exercise price therefor, in
      accordance with the terms of the Warrant Agreement, all Shares and other
      securities issuable upon such exercise shall be duly and validly issued, fully
      paid and non-assessable and not subject to preemptive rights of any shareholder.
      As long as the Purchase Options shall be outstanding, the Company shall use
      its
      commercially reasonable efforts to cause all: (i) Units issuable upon exercise
      of the Purchase Options, (ii) Class C Warrants issuable upon exercise of the
      Purchase Options and (iv) Shares issuable upon exercise of the Class C Warrants
      included in the Units issuable upon exercise of the Purchase Option to be listed
      (subject to official notice of issuance) on all securities exchanges (or, if
      applicable on the Nasdaq Global Market, Capital Market, OTC Bulletin Board
      or
      any successor trading market) on which the Units, Sub-Units, Public Warrants
      or
      Shares issued to the public in the Offering may then be listed and/or
      quoted.

    


    8. Certain
      Notice Requirements. 

    


    8.1
      Holder’s
      Right to Receive Notice. Nothing herein shall be construed as conferring upon
      the Holders the right to vote or consent or to receive notice as a shareholder
      for the election of directors or any other matter, or as having any rights
      whatsoever as a shareholder of the Company. If, however, at any time prior
      to
      the expiration of the Purchase Options and their exercise, any of the events
      described in Section 8.2 shall occur, then, in one or more of said events,
      the
      Company shall give written notice of such event at least fifteen days prior
      to
      the date fixed as a record date or the date of closing the transfer books for
      the determination of the shareholders entitled to such dividend, distribution,
      conversion or exchange of securities or subscription rights, or entitled to
      vote
      on such proposed dissolution, liquidation, winding up or sale. Such notice
      shall
      specify such record date or the date of the closing of the transfer books,
      as
      the case may be. Notwithstanding the foregoing, the Company shall deliver to
      each Holder a copy of each notice given to the other shareholders of the Company
      at the same time and in the same manner that such notice is given to the
      shareholders.

    


    8.2 Events
      Requiring Notice. The Company shall be required to give the notice described
      in
      this Section 8 upon one or more of the following events: (i) if the Company
      shall take a record of the holders of its Shares for the purpose of entitling
      them to receive a dividend or distribution payable otherwise than in cash,
      or a
      cash dividend or distribution payable otherwise than out of retained earnings,
      as indicated by the accounting treatment of such dividend or distribution on
      the
      books of the Company, (ii) the Company shall offer to all the holders of its
      Shares any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the Company,
      or
      any option, right or warrant to subscribe therefor, or (iii) a dissolution,
      liquidation or winding up of the Company (other than in connection with a
      consolidation or share reconstruction or amalgamation) or a sale of all or
      substantially all of its property, assets and business shall be
      proposed.

    


    8.3 Notice
      of
      Change in Exercise Price. The Company shall, promptly after an event requiring
      a
      change in the Exercise Price pursuant to Section 6 hereof, send notice to the
      Holders of such event and change (“Price Notice”). The Price Notice shall
      describe the event causing the change and the method of calculating same and
      shall be certified as being true and accurate by the Company’s Chief Financial
      Officer.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.4 Transmittal
      of Notices. All notices, requests, consents and other communications under
      this
      Purchase Option shall be in writing and shall be deemed to have been duly made
      when hand delivered, or mailed by express mail or private courier service:
      (i)
      If to the registered Holder of the Purchase Option, to the address of such
      Holder as shown on the books of the Company, or (ii) if to the Company, to
      following address or to such other address as the Company may designate by
      notice to the Holders:

    


    With
      a
      copy to: 

     

     

    


    9. Miscellaneous.
      

    


    9.1 Amendments.
      The Company and Jessup & Lamont Securities Corporation may from time to time
      supplement or amend this Purchase Option without the approval of any of the
      Holders in order to cure any ambiguity, to correct or supplement any provision
      contained herein that may be defective or inconsistent with any other provisions
      herein, or to make any other provisions in regard to matters or questions
      arising hereunder that the Company and Ferris may deem necessary or desirable
      and that the Company and Ferris deem shall not adversely affect the interest
      of
      the Holders. All other modifications or amendments shall require the written
      consent of and be signed by the party against whom enforcement of the
      modification or amendment is sought.

    


    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 Purchase
      Option.

    


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

    


    9.4 Binding
      Effect. This Purchase Option shall inure solely to the benefit of and shall
      be
      binding upon, the Holder and the Company and their permitted assignees,
      respective successors, legal representative 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 Purchase Option or any provisions
      herein contained.

    


    9.5 Governing
      Law; Submission to Jurisdiction. This Purchase Option shall be governed by
      and
      construed and enforced in accordance with the laws of the State of Nevada,
      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 Purchase Option shall be brought and enforced in the courts of the State
      of
      New York or of the United States District Court 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 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 8 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 and the Holder agree
      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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9.6 Waiver,
      etc. The failure of the Company or the Holder to at any time enforce any of
      the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option 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.

    


    9.7 Execution
      in Counterparts. This Purchase Option 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. Such counterparts may be delivered by
      facsimile transmission or other electronic transmission. 

    


    9.8 Exchange
      Agreement. As a condition of the Holder’s receipt and acceptance of this
      Purchase Option, Holder agrees that, at any time prior to the complete exercise
      of this Purchase Option by Holder, if the Company and Jessup & Lamont
      Securities Corporation enter into an agreement (“Exchange Agreement”) pursuant
      to which they agree that all outstanding Purchase Options will be exchanged
      for
      securities or cash or a combination of both, then Holder shall agree to such
      exchange and become a party to the Exchange Agreement.

    


    [Remainder
      of page deliberately left blank.]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ___ day of
      ,            
2008.

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to exercise Purchase Option:

    


    


    Date:                           
      , 200__

     

    


    The
      undersigned hereby elects irrevocably to exercise the within Purchase Option
      and
      to purchase ______ Units of SkyStar Bio-Pharmaceutical Company and hereby makes
      payment of $ (at the rate of
      $                               
per Unit) in payment of the Exercise Price pursuant thereto. Please issue the
      Units as to which this Purchase Option is exercised in accordance with the
      instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase ______
      Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a “Value” of $______
      based on a “Market Price” of $______). Please issue the securities comprising
      the Units as to which this Purchase Option is exercised in accordance with
      the
      instructions given below.

    


     

    
 

    
      
        

      

    

    Signature
      

    


     

     

    
      

    

    Signature
      Guaranteed 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    Name:
      

     

    
      
(Print
      in
      Block Letters) 

    


    Address:
      

     

    


     

     

    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank, other
      than a savings bank, or by a trust company or by a firm having membership on
      a
      registered national securities exchange.

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    Form
      to
      be used to assign Purchase Option:

    


    ASSIGNMENT

    


    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    


    


    FOR
      VALUE
      RECEIVED,                                                                                    
                                          
does hereby sell, assign and transfer
      unto                                                                                                                            
            the right to
      purchase Units of SkyStar Bio-Pharmaceutical Company (“Company”) evidenced by
      the within Purchase Option and does hereby authorize the Company to transfer
      such right on the books of the Company.

    


     

    


    Dated:                           
       , 200_ 

    


    


     

    
      
Signature
      

    


     

    
      

    

    Signature
      Guaranteed 

    


     

     

     

    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank, other
      than a savings bank, or by a trust company or by a firm having membership on
      a
      registered national securities exchange.

     

    
      
        
        

      

      
        16