Exhibit 10.2

NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.



                           CHINA PHARMA HOLDINGS, INC.


                                     WARRANT


                                              Original Issue Date: June 24, 2008

         China Pharma  Holdings,  Inc., a Delaware  corporation (the "Company"),
hereby certifies that, as partial  compensation for its independent  consultant,
FirsTrust Group, Inc. or its registered  assigns (the "Holder"),  is entitled to
purchase  from the Company up to a total of 75,000  shares of Common Stock (each
such share, a "Warrant Share" and all such shares, the "Warrant Shares"), at any
time and from time to time from and after the  Original  Issue Date and  through
and  including  June 24,  2011  (the  "Expiration  Date"),  and  subject  to the
following terms and conditions:

     1. Definitions. As used in this Warrant, the following terms shall have the
respective definitions set forth in this Section 1.

         "Business Day" means any day except Saturday,  Sunday and any day which
is a federal legal holiday or a day on which banking  institutions  in the State
of New York are  authorized or required by law or other  governmental  action to
close.

         "Common Stock" means the common stock of the Company,  par value $0.001
per share,  and any  securities  into which such common  stock may  hereafter be
reclassified.

         "Exercise Price" means $3.6 per share.




<PAGE>

         "Original  Issue Date" means the Original Issue Date first set forth on
the first page of this Warrant.

         "New York  Courts"  means the state and federal  courts  sitting in the
City of New York, Borough of Manhattan.

          "Trading Day" means (i) a day on which the Common Stock is traded on a
Trading Market or (ii) if the Common Stock is not quoted on any Trading  Market,
a day on which the  Common  Stock is quoted  in the  over-the-counter  market as
reported  by the  Pink  Sheets  LLC  (or  any  similar  organization  or  agency
succeeding to its functions of reporting  prices);  provided,  that in the event
that the  Common  Stock is not  listed  or  quoted  as set  forth in (i) or (ii)
hereof, then Trading Day shall mean a Business Day.

         "Trading  Market" means whichever of the New York Stock  Exchange,  the
American  Stock  Exchange,  the NASDAQ Global Select  Market,  the NASDAQ Global
Market,  the NASDAQ  Capital  Market or OTC  Bulletin  Board on which the Common
Stock is listed or quoted for trading on the date in question.

     2.  Registration  of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

     3.  Registration  of Transfers.  The Company shall register the transfer of
any portion of this  Warrant in the Warrant  Register,  upon  surrender  of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address  specified  herein.  Upon any such registration or
transfer,  a new Warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new Warrant, a "New Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee  thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

     4. Exercise and Duration of Warrants.

         This Warrant shall be exercisable by the registered  Holder at any time
and from time to time on or after the Original  Issue Date through and including
the Expiration  Date. At 6:30 p.m.,  New York City time on the Expiration  Date,
the portion of this Warrant not exercised prior thereto shall be and become void
and of no value.  The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.

     5. Delivery of Warrant Shares.

         (a) To  effect  exercises  hereunder,  subject  to the  request  of the
transfer  agent of the Company,  the Holder shall not be required to  physically
surrender this Warrant unless the aggregate  Warrant Shares  represented by this
Warrant is being  exercised.  Upon delivery of the Warrant (if  necessary),  the



                                       2
<PAGE>

Exercise Notice (in the form attached  hereto) to the Company (with the attached
Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise  Price  multiplied by the number of Warrant  Shares that
the Holder intends to purchase hereunder,  the Company shall promptly (but in no
event  later than five  Trading  Days  after the Date of  Exercise  (as  defined
herein)) issue and deliver to the Holder,  a certificate  for the Warrant Shares
issuable upon such  exercise.  A "Date of Exercise"  means the date on which the
Holder shall have  delivered to the  Company:  (i) this Warrant (if  necessary),
(ii) the  Exercise  Notice  (with the  Warrant  Exercise  Log  attached  to it),
appropriately  completed and duly signed and (iii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the Holder to be purchased.

         (b) If by the fifth  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  then the Holder will have the right to rescind  such
exercise.

         (c) If by the fifth  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  and if after such fifth Trading Day and prior to the
receipt  of such  Warrant  Shares,  the  Holder  purchases  (in an  open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated  receiving
upon such exercise (a  "Buy-In"),  then the Company shall (1) pay in cash to the
Holder the amount by which (x) the  Holder's  total  purchase  price  (including
brokerage  commissions,  if any) for the  shares  of Common  Stock so  purchased
exceeds (y) the amount  obtained by multiplying (A) the number of Warrant Shares
that the Company was  required to deliver to the Holder in  connection  with the
exercise at issue by (B) the  closing bid price of the Common  Stock on the Date
of Exercise and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent  number of Warrant Shares for which such exercise was
not  honored or deliver to the Holder the number of shares of Common  Stock that
would have been issued had the Company  timely  complied  with its  exercise and
delivery  obligations  hereunder.  The Holder shall provide the Company  written
notice indicating the amounts payable to the Holder in respect of the Buy-In.

         (d) The Company's  obligations  to issue and deliver  Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.



                                       3
<PAGE>

     6.  Charges,  Taxes and Expenses.  Issuance and delivery of Warrant  Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax,  withholding tax,  transfer agent fee or other incidental
tax or expense in respect of the  issuance  of such  certificates,  all of which
taxes and expenses  shall be paid by the Company;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or  Warrants  in a name  other  than that of the  Holder.  The  Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

     7. Replacement of Warrant.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity  (which shall not include a surety  bond),  if  requested.
Applicants  for a New Warrant  under such  circumstances  shall also comply with
such other  reasonable  regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation  of this  Warrant,  then the Holder shall  deliver such
mutilated  Warrant to the  Company as a  condition  precedent  to the  Company's
obligation to issue the New Warrant.

     8. Reservation of Warrant Shares. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other contingent  purchase rights of Persons other than the Holder.  The Company
covenants  that all  Warrant  Shares so issuable  and  deliverable  shall,  upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.

     9. Payment of Exercise  Price.  The Holder shall pay the Exercise  Price by
delivering immediately available funds to the designated account of the Company.

     10.  Limitations  on  Exercise.  Notwithstanding  anything to the  contrary
contained  herein,  the number of Warrant  Shares  that may be  acquired  by the
Holder upon any exercise of this Warrant (or otherwise in respect  hereof) shall
be limited to the extent  necessary to insure that,  following such exercise (or
other  issuance),  the total number of shares of Common Stock then  beneficially
owned by such Holder and its Affiliates  and any other Persons whose  beneficial
ownership of Common Stock would be aggregated  with the Holder's for purposes of
Section  13(d) of the Exchange Act, does not exceed 9.99% of the total number of
issued and  outstanding  shares of Common Stock  (including for such purpose the
shares  of  Common  Stock  issuable  upon  such  exercise).  For such  purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange  Act  and  the  rules  and  regulations  promulgated  thereunder.  This
restriction  may  not  be  waived  or  amended  by  agreement  of  the  parties.
Notwithstanding  anything to the contrary contained in this Warrant, (a) no term
of this Section may be waived by any party,  nor amended such that the threshold



                                       4
<PAGE>

percentage  of  ownership  would be directly  or  indirectly  increased,  (b) no
amendment or modification  to any Transaction  Document may be made such that it
would  have the  effect of  modifying  or  waiving  any term of this  Section in
violation of this  restriction,  (c) this  restriction runs with the Warrant and
may not be  modified  or  waived by any  subsequent  holder  hereof  and (d) any
attempted  waiver,  modification  or  amendment  of this Section will be void ab
initio.

     11. No Fractional  Shares.  No fractional  shares of Warrant Shares will be
issued  in  connection  with  any  exercise  of  this  Warrant.  In  lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such  fraction  multiplied  by the closing  price of one
Warrant  Share as  reported  by the  applicable  Trading  Market  on the date of
exercise.

     12.  Notices.  Any and all notices or other  communications  or  deliveries
hereunder  (including,  without  limitation,  any Exercise  Notice)  shall be in
writing and shall be deemed given and  effective on the earliest of (i) the date
of  transmission,  if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications  shall be: (i) if to
the Company,  to China Pharma  Holdings,  Inc., 2nd Floor,  No. 17, Jinpan Road,
Haikou,  Hainan  Province,  People's  Republic of China,  Attn:  Chief Executive
Officer  (or such other  address as the  Company  shall  indicate  in writing in
accordance  with this  Section),  or (ii) if to the  Holder,  to the  address or
facsimile  number  appearing  on the Warrant  Register or such other  address or
facsimile  number as the Holder may  provide to the Company in  accordance  with
this Section.

     13.  Warrant  Agent.  The Company  shall serve as warrant  agent under this
Warrant.  Upon 10 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     14. Miscellaneous.

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and



                                       5
<PAGE>

assigns.  The foregoing sentence shall be subject to the restrictions on waivers
and amendments set forth in Section 11 of this Warrant.

         (b) All questions  concerning the construction,  validity,  enforcement
and  interpretation  of this  Warrant  shall be  governed by and  construed  and
enforced in  accordance  with the internal laws of the State of New York (except
for matters governed by corporate law in the State of Delaware),  without regard
to the principles of conflicts of law thereof.  Each party agrees that all legal
proceedings  concerning  the  interpretations,  enforcement  and defense of this
Warrant  and  the  transactions  herein  contemplated  ("Proceedings")  (whether
brought  against  a party  hereto or its  respective  Affiliates,  employees  or
agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive  jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being  served in any such  Proceeding  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this  Warrant and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve  process in any manner  permitted  by law.  Each party hereto
hereby  irrevocably  waives,  to the fullest extent permitted by applicable law,
any and all right to trial by jury in any  legal  proceeding  arising  out of or
relating to this  Warrant or the  transactions  contemplated  hereby.  If either
party shall  commence a Proceeding  to enforce any  provisions  of this Warrant,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

         (c) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

         (d) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

         (e) Prior to exercise of this Warrant,  the Holder hereof shall not, by
reason of being a Holder,  be  entitled  to any  rights  of a  stockholder  with
respect to the Warrant Shares.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]




                                       6
<PAGE>



         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                               CHINA PHARMA HOLDINGS, INC.



                                               By: _________________________
                                                   Name:
                                                   Title:



































                                       7
<PAGE>



                                 EXERCISE NOTICE
                           CHINA PHARMA HOLDINGS, INC.
                           WARRANT DATED JUNE 24, 2008




The  undersigned  Holder  hereby  irrevocably  elects to purchase  _____________
shares of Common Stock  pursuant to the above  referenced  Warrant.  Capitalized
terms used herein and not  otherwise  defined have the  respective  meanings set
forth in the Warrant.

(1)  The   undersigned   Holder   hereby   exercises   its  right  to   purchase
_________________ Warrant Shares pursuant to the Warrant.

(2) The undersigned  Holder shall pay the sum of $____________ to the Company in
accordance with the terms of the Warrant.

(3) Pursuant to this  Exercise  Notice,  the Company shall deliver to the holder
_______________ Warrant Shares in accordance with the terms of the Warrant.

(4) By its delivery of this Exercise  Notice,  the  undersigned  represents  and
warrants to the Company that in giving effect to the exercise  evidenced  hereby
the Holder will not beneficially own in excess of the number of shares of Common
Stock  (determined in accordance  with Section 13(d) of the Securities  Exchange
Act of 1934)  permitted  to be owned under  Section 11 of this  Warrant to which
this notice relates.



Dated: ____________________,______       Name of Holder:


                                         (Print) _____________________________

                                         By: _________________________________
                                         Name: _______________________________
                                         Title: ______________________________

                                        (Signature  must conform in all respects
                                        to name of  holder as  specified  on the
                                        face of the Warrant)










                                       8
<PAGE>



                           Warrant Shares Exercise Log
                           ---------------------------



----------- -------------------   -----------------   --------------------------
Date        Number of Warrant     Number of Warrant   Number of Warrant
            Shares Available to   Shares Exercised    Shares Remaining to
            be Exercised                              be Exercised
----------- -------------------   -----------------   --------------------------















----------- -------------------   -----------------   --------------------------
















                                       9
<PAGE>



                           CHINA PHARMA HOLDINGS, INC.
                     WARRANT ORIGINALLY ISSUED JUNE 24, 2008



                               FORM OF ASSIGNMENT


         [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto    ________________________________    the   right   represented   by   the
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant  relates and appoints  ________________  attorney to transfer  said
right on the  books of the  Company  with  full  power  of  substitution  in the
premises.

Dated:   _______________, ____


                                             ___________________________________

                                             (Signature   must  conform  in  all
                                             respects   to  name  of  holder  as
                                             specified   on  the   face  of  the
                                             Warrant)



                                             ___________________________________
                                             Address of Transferee



                                             ___________________________________

                                             ___________________________________


In the presence of:


________________________









                                       10