SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    Room
      10601, Jiezuo Plaza

    No.
      4,
      Fenghui Road South

    Gaoxin
      District, Xi’an, Shaanxi Province

    People’s
      Republic of China

    


    [_____],
      2008

    


    [Director’s
      Name]

    [Director’s
      Address]

    


    Re: Director
      Offer Letter

    


    Dear
      [_____]:

    


    Skystar
      Bio-Pharmaceutical Company, a Nevada corporation (the “Company”), is pleased to
      offer you a director position on its Board of Directors (the “Board”). We are
      all very impressed with your credentials and we look forward to your future
      success in this role.

    


    Should
      you choose to accept this position as a member of the Board, this letter shall
      constitute an agreement between you and the Company and contains all the terms
      and conditions relating to the services you are to provide.

    


    1.
       Term.
      This
      agreement shall be for the ensuing year, effective as of the date of this
      Agreement. Your term as director shall continue subject to the provisions in
      Section 8 below or until your successor is duly elected and qualified. The
      position shall be up for re-election each year at the annual shareholder’s
      meeting and upon re-election, the terms and provisions of this agreement shall
      remain in full force and effect.

    


    2. Services.
      You
      shall render services as [_____] (hereinafter your “Duties”). 


    3. Services
      for Others.
      You
      shall be free to represent or perform services for other persons during the
      term
      of this agreement. However, you agree that you do not presently perform and
      do
      not intend to perform, during the term of this agreement, similar Duties,
      consulting or other services for companies whose businesses are or would be,
      in
      any way, competitive with the Company (except for companies previously disclosed
      by you to the Company in writing). Should you propose to perform similar Duties,
      consulting or other services for any such company, you agree to notify the
      Company in writing in advance (specifying the name of the organization for
      whom
      you propose to perform such services) and to provide information to the Company
      sufficient to allow it to determine if the performance of such services would
      conflict with areas of interest to the Company.

    


    4. Compensation
      to Independent Directors.
      You
      shall receive cash compensation of RMB [_____] per calendar year of service,
      prorated for partial time periods. You shall be reimbursed for reasonable
      expenses incurred by you in connection with the performance of your Duties
      (including travel expenses for in-person meetings). 

     

    
 

    
      
        
          Board
            of
            Directors Offer Letter

        

      

      
         

        
          

        

      

      
         

      

       

    

    5. No
      Assignment.
      Because
      of the personal nature of the services to be rendered by you, this agreement
      may
      not be assigned by you without the prior written consent of the
      Company.

    


    6. Confidential
      Information; Non-Disclosure.
      In
      consideration of your access to the premises of the Company and/or you access
      to
      certain Confidential Information of the Company, in connection with your
      business relationship with the Company, you hereby represent and agree as
      follows:

    


    a. Definition.
      For
      purposes of this agreement the term “Confidential Information”
means:

    


    i. Any
      information which the Company possesses that has been created, discovered or
      developed by or for the Company, and which has or could have commercial value
      or
      utility in the business in which the Company is engaged; or

    


    ii.
       Any
      information which is related to the business of the Company and is generally
      not
      known by non-Company personnel.

    


    iii. By
      way of
      illustration, but not limitation, Confidential Information includes trade
      secrets and any information concerning products, processes, formulas, designs,
      inventions (whether or not patentable or registrable under copyright or similar
      laws, and whether or not reduced to practice), discoveries, concepts, ideas,
      improvements, techniques, methods, research, development and test results,
      specifications, data, know-how, software, formats, marketing plans, and
      analyses, business plans and analyses, strategies, forecasts, customer and
      supplier identities, characteristics and agreements.

    


    b.
       Exclusions.
      Notwithstanding the foregoing, the term Confidential Information shall not
      include:

    


    i. Any
      information which becomes generally available to the public other than as a
      result of a breach of the confidentiality portions of this agreement, or any
      other agreement requiring confidentiality between the Company and
      you;

    


    ii. Information
      received from a third party in rightful possession of such information who
      is
      not restricted from disclosing such information; and 

    


    iii. Information
      known by you prior to receipt of such information from the Company, which prior
      knowledge can be documented.

    


    c. Documents.
      You
      agree that, without the express written consent of the Company, you will not
      remove from the Company's premises, any notes, formulas, programs, data,
      records, machines or any other documents or items which in any manner contain
      or
      constitute Confidential Information, nor will you make reproductions or copies
      of same. In the event you receive any such documents or items by personal
      delivery from any duly designated or authorized personnel of the Company, you
      shall be deemed to have received the express written consent of the Company.
      In
      the event that you receive any such documents or items, other than through
      personal delivery as described in the preceding sentence, you agree to inform
      the Company promptly of your possession of such documents or items. You shall
      promptly return any such documents or items, along with any reproductions or
      copies to the Company upon the Company's demand, upon termination of this
      agreement, or upon your termination or Resignation, as defined in Section 8
      herein.

    
      
 

      
        
          
            Board
              of
              Directors Offer Letter

          

        

        
          2

          
            

          

        

        
           

        

         

      



    d. No
      Disclosure.
      You
      agree that you will hold in trust and confidence all Confidential Information
      and will not disclose to others, directly or indirectly, any Confidential
      Information or anything relating to such information without the prior written
      consent of the Company, except as maybe necessary in the course of your business
      relationship with the Company. You further agree that you will not use any
      Confidential Information without the prior written consent of the Company,
      except as may be necessary in the course of your business relationship with
      the
      Company, and that the provisions of this paragraph (d) shall survive termination
      of this agreement.

    


    7. Termination
      and Resignation.
      Your
      membership on the Company’s Board may be terminated for any or no reason at a
      meeting called expressly for that purpose by a vote of the stockholders holding
      at least two-thirds of the shares of the Company’s issued and outstanding shares
      entitled to vote. You may also terminate your membership on the Board for any
      or
      no reason by delivering your written notice of resignation to the Company
      (“Resignation”), and such Resignation shall be effective upon its acceptance by
      the Board, provided, however, that if the Board has not acted on such written
      notice within ten days from its date of delivery, then your Resignation shall
      upon the tenth day be deemed accepted by the Board. Upon the effective date
      of
      the termination or Resignation, your right to compensation hereunder will
      terminate subject to the Company's obligations to pay you any cash compensation
      (or equivalent value in Company common stock shares) that you have already
      earned and to reimburse you for approved expenses already incurred in connection
      with your performance of your Duties as of the effective date of such
      termination or Resignation.

    


    8. Governing
      Law.
      All
      questions with respect to the construction and/or enforcement of this agreement,
      and the rights and obligations of the parties hereunder, shall be determined
      in
      accordance with the law of the State of Nevada applicable to agreements made
      and
      to be performed entirely in the State of Nevada. 


    9. Entire
      Agreement; Amendment; Waiver; Counterparts.
      This
      agreement expresses the entire understanding with respect to the subject matter
      hereof and supersedes and terminates any prior oral or written agreements with
      respect to the subject matter hereof. Any term of this agreement may be amended
      and observance of any term of this agreement may be waived only with the written
      consent of the parties hereto. Waiver of any term or condition of this agreement
      by any party shall not be construed as a waiver of any subsequent breach or
      failure of the same term or condition or waiver of any other term or condition
      of this agreement. The failure of any party at any time to require performance
      by any other party of any provision of this agreement shall not affect the
      right
      of any such party to require future performance of such provision or any other
      provision of agreement. This agreement may be executed in separate counterparts
      each of which will be an original and all of which taken together will
      constitute one and the same agreement, and may be executed using facsimiles
      of
      signatures, and a facsimile of a signature shall be deemed to be the same,
      and
      equally enforceable, as an original of such signature.

    


    [Remainder
      of Page Left Blank Intentionally]

    
 

    
      
        
          Board
            of
            Directors Offer Letter

        

      

      
        3

        
          

        

      

      
         

      

    



    The
      Agreement has been executed and delivered by the undersigned and is made
      effective as of the date set first set forth above. 

    


    


    Sincerely,

    


    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


    


    By:
      _____________________________

    Weibing
      Lu

    Chief
      Executive Officer

    


    


    


    AGREED
      AND ACCEPTED:

    


    


    


    __________________________

    


    
      
 

      
        
          
            Board
              of
              Directors Offer Letter

          

        

        
          4