SPECIMEN
      WARRANT CERTIFICATE

    


    
      	
              NUMBER

              W-

            	
              WARRANTS
                

            
	
              [SYMBOL]

            	
               

            


    

    


    THIS
      WARRANT WILL BE VOID

    IF
      REDEEMED OR NOT

    EXERCISED
      PRIOR TO

    5:00 P.M.
      [NEW YORK CITY] TIME

    ON
      [_____________], 2012

    


    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    CUSIP
       

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received [__________] is the registered holder of
      a
      Warrant or Warrants expiring [__________], 2012 or earlier upon redemption
      (the
      "Warrant") to purchase one-fourth (1⁄4) of fully paid and non-assessable share of
      Common Stock, par value $0.001 per share ("Shares"), of Skystar
      Bio-Pharmaceutical Company, a Nevada corporation (the "Company"), for each
      Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
      thereof to purchase from the Company such number of Shares of the Company at
      the
      price of $[_____] per 1⁄4 share (the “Warrant Price”), upon surrender of this
      Warrant Certificate accompanied by the annexed duly executed exercise form
      and
      payment of the Warrant Price at the office or agency of [__________] (the
      "Warrant Agent") (such payment to be made by check made payable to the
      Warrant Agent), but only subject to the conditions set forth herein and in
      the
      Warrant Agreement between the Company and the Warrant Agent, and only if (i)
      at
      the time a holder seeks to exercise this Warrant, a registration statement
      is
      effective with respect to the Common Stock underlying the Warrants and (ii)
      the
      Common Stock has been registered or qualified or deemed to be exempt under
      the
      securities laws of the state of residence of the holder of the Warrants. In
      no
      event will the Company be required to net cash settle the warrant exercise.
      

    


    The
      Warrant Agreement provides that upon the occurrence of certain events, the
      Warrant Price and the number of Shares purchasable hereunder, set forth on
      the
      face hereof, may, subject to certain conditions, be adjusted.

    


    The
      Warrants are exercisable in even numbers, for whole Shares only, and no fraction
      of a Share will be issued upon any exercise of a Warrant. If the holder of
      a
      Warrant would be entitled to receive a fraction of a Share upon any exercise
      of
      a Warrant, the Company shall, upon such exercise, round up or down to the
      nearest whole number the number of Shares to be issued to such
      holder.

    


    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

    


    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    


    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder and for all other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    


    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    


    Commencing
      on the date which is 180 days from the date of the prospectus, the Company
      reserves the right to redeem the Warrant, in whole but not in part, at any
      time
      prior to its exercise, with a notice of redemption in writing to the holders
      of
      record of the Warrant, giving 30 days' notice of such redemption at any
      time after the Warrant becomes exercisable if the last sale price of the Shares
      has been at least $[_____] per share on each of 20 consecutive trading days
      within any 30 trading day period ending on the third trading day prior to the
      30-day notice of such redemption is given. The redemption price of the Warrants
      is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back
      to
      the Company by the end of the date specified in the notice of redemption shall
      be canceled on the books of the Company and have no further value except for
      the
      $0.01 redemption price.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              By:

            	
              SKYSTAR
                BIO-PHARMACEUTICAL COMPANY

            
	
               

            	
               

            
	
              By:

            	
                                       
                

            	
               

            	
               

            	
              By:

            	
                     
                       
                             
                

            	
               

            
	
              President
                

            	
               

            	
               

            	
              Secretary

            	
               

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SPECIMEN
      WARRANT CERTIFICATE

     

    EXERCISE
      FORM

    


    Skystar
      Bio-Pharmaceutical Company

    Rm.
      10601, Jiezuo Plaza, No.4, Fenghui Road South,

    Gaoxin
      District, Xian Province, P.R. China

    Date:
      __________, 20__

    


    The
      undersigned hereby elects irrevocably to exercise all of the within Warrants
      and
      to purchase shares of Common Stock of Skystar Bio-Pharmaceutical Company and
      hereby makes payment of $_______ (at the rate of $[____] per share of Common
      Stock) in payment of the Warrant Price pursuant thereto. Please issue the Common
      Stock as to which the within Warrants are exercised in accordance with the
      instructions given below.

     

    
      	 	
              Signature 
                

            	
                        
                 
                                     
                

            	
               

            
	
               

            	 	
              Signature
                Guaranteed

            	
               

            


    

     

    
      	
              INSTRUCTIONS
                FOR REGISTRATION OF SECURITIES

            
	
               

            
	
              Name
                

            	 	
               

            
	
               

            	
              (Print
                in Block Letters)

            	
               

            
	
              Address
                

            	
               

            	
               

            
	
               

            	
               

            
	
              Social
                Security or Tax Identification Number

            	
               

            


    

    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN WARRANT CERTIFICATE 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SPECIMEN
      WARRANT CERTIFICATE

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, ______________ hereby sell, assign, and transfer unto 

     

    
      	
                          
                

            
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	
               

            
	
                                   
                

            
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION
                NUMBER)

            


    

     

    
      	
              and
                be delivered to 

            	
               

            
	
               

            	
               

            
	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

    


    of
      the
      Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint Attorney to transfer this Warrant Certificate on the
      books of the Company, with full power of substitution in the
      premises.

     

    
      	
              Dated:
                

            	
               

            	
                                         
                

            	
               

            
	
               

            	
               

            	
              (SIGNATURE)

            	
               

            


    

    


    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.