WARRANT
      AGREEMENT

    


    Skystar
      Bio-Pharmaceutical Company

    


    and

    


    [_____________________]

    Warrant
      Agent

    


    [__________],
      2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WARRANT
      AGREEMENT

    


    THIS
      AGREEMENT dated as of [__________], 2008, between Skystar Bio-Pharmaceutical
      Company, a Nevada corporation (the "Company"), and [__________], a transfer
      agency located in [__________] (the "Warrant Agent").

    


    WHEREAS:

    


    The
      Company proposes to issue and sell, through a public offering (the "Public
      Offering"), [__________] units of the Company's securities (the "Units"), with
      each Unit consisting of one share of common stock of the Company, $0.001 par
      value per share ("Common Stock"), and a warrant to purchase one quarter of
      one
      share of Common Stock (each a "Firm Warrant");

    


    The
      Company also has granted to the representative of the underwriters (the
      "Underwriters") of the Company's Public Offering pursuant to an underwriting
      agreement (the "Underwriting Agreement"), a 45-day option (“Over-Allotment
      Option”) to purchase up to an additional [__________] Units consisting of in the
      aggregate [__________] shares of Common Stock and [__________] Warrants (the
      "Over-Allotment Warrants") exercisable to purchase up to an aggregate of
      [__________] shares of Common Stock; and 

    


    The
      Company desires to provide for the issuance, registration, transfer, exchange
      and exercise of certificates (the "Warrant Certificates") representing the
      Firm
      Warrants and the Over-Allotment Warrants (collectively, herein, the "Warrants")
      and for the exercise of the Warrants;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements
      hereinafter set forth and for the purpose of defining the terms and provisions
      of the Warrant Certificates and the Warrants, and the respective rights and
      obligations thereunder of the Company, the registered holders of the Warrant
      Certificates and the Warrant Agent, the parties hereto agree as follows:


    


    1.
      Definitions.
      As used
      herein:

    


    (a)
      "Common Stock" shall mean the Common Stock of the Company, whether now or
      hereafter authorized, holders of which have the right to participate in the
      distribution of earnings and assets of the Company without limit as to amount
      or
      percentage.

    


    (b)
      "Corporate Office" shall mean the place of business of the Warrant Agent (or
      its
      successor) located in [city, state], which office is presently located at
      [__________].

    


    (c)
      "Effective Date" shall mean [__________], 2008, the date on which the Company's
      Registration Statement is declared effective by the Securities and Exchange
      Commission.

    


    (d)
      "Exercise Date" shall mean the date of surrender for exercise of any Warrant
      Certificate, provided such surrender takes place during the Exercise Period,
      the
      exercise form on the back of the Warrant Certificate or a form substantially
      similar thereto has been completed in full by the Registered Owner or a duly
      appointed attorney and the Warrant Certificate is accompanied by payment in
      full
      of the Exercise Price.

    


    (e)
      "Exercise Period" shall mean the period commencing on the Separation Date and
      extending to and through the Expiration Date. 



    
      
        
        

      

      
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    (f)
      "Exercise Price" shall mean a purchase price of $[__________] per one quarter
      share of Common Stock; provided, however, that in the event the Company reduces
      the Exercise Price in accordance with Section 9(i) hereof, the Exercise Price
      shall be as established by the Company in accordance with such Section; and
      provided further, however, that Warrants may only be exercised in whole numbers
      for whole shares of Common Stock, so that the Exercise Price per whole share
      of
      Common Stock shall be $[__________].

    


    (g)
      "Expiration Date" shall mean 5:00 P.M. Eastern Time on the last day of the
      [_____]th month period commencing on the Effective Date, subject to the terms
      provided in Section 5 herein for redemption and subject to extension by the
      Board of Directors of the Company; provided however, if such date shall be
      a
      holiday or a day on which banks are authorized to close, then Expiration Date
      shall mean 5:00 p.m., Eastern Time on the next following day which in the State
      of [New York] is not a holiday or a day on which banks are authorized to close.
      The Expiration Date may be extended from time to time, by resolution of the
      Board of Directors of the Company, to a later date upon giving notice to the
      Warrant Agent and the Registered Owners; provided, however, that notice to
      the
      Registered Owners of an extension of the Expiration Date may be made by
      publication or by release to [Dow Jones, P.R. Newswire] or other means of
      general distribution. If the Company redeems the Warrants as provided in Section
      5 of this agreement, the Expiration Date shall be the date fixed for
      redemption.

    


    (h)
      "Firm
      Warrants" shall mean [__________] Warrants to purchase [__________] shares
      of
      Common Stock, all of which will be purchased as part of the Units by the
      Underwriters from the Company and sold in the Public Offering in accordance
      with
      the Underwriting Agreement. 

    


    (i)
      "Over-Allotment Warrants" shall mean [__________] Warrants to purchase
      [__________] shares of Common Stock, any or all of which may be purchased as
      part of the Units by the Representative for the Underwriters from the Company
      in
      accordance with the Underwriting Agreement. The Over-Allotment Warrants shall
      have identical terms and conditions to those established for the Firm Warrants,
      subject to their issuance in accordance with Section 2 hereof.

    


    (j)
      "Representative" shall mean Jesup & Lamont Securities Corporation, the
      representative of the Underwriters.

    


    (k)
      "Registered Owner" shall mean the person in whose name any Warrant Certificate
      shall be registered on the books maintained by the Warrant Agent pursuant to
      Section 6 of this Agreement.

    


    (l)
      "Registration Statement" shall mean the Company's Registration Statement on
      Form
      S-1 (S.E.C. File No. [__________]), as amended. 

    


    (m)
      "Separation Date" shall mean a date on which the Units shall separate into
      their
      component Common Stock and Warrants, such date to be 180 days following the
      Effective Date unless separate trading is authorized earlier by the
      Representative, whereupon the Company will issue a press release announcing
      that
      separate trading will begin. Prior to the Separation Date, the Warrants may
      not
      be exercised and the shares of Common Stock and the Warrants comprising the
      Units may not be detached or separately traded.

    


    (n)
      "Subsidiary" shall mean any corporation of which shares having ordinary voting
      power to elect a majority of the Board of Directors of such corporation
      (regardless of whether the shares of any other class or classes of such
      corporation shall have or may have voting power by reason of the happening
      of
      any contingency) is at the time directly or indirectly owned by the Company
      or
      one or more subsidiaries of the Company.



    
      
        
        

      

      
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    (o)
      "Warrant" or the "Warrants" shall mean and include up to [__________] Warrants
      to purchase [__________] authorized and unissued Shares of Common Stock of
      the
      Company and, unless otherwise noted, shall include [__________] Firm Warrants
      and [__________] Over-Allotment Warrants. 

    


    (p)
      "Warrant Agent" shall mean [__________], or its successor, as the transfer
      agent
      and registrar of the Warrants. 

    


    (q)
      "Warrant Shares" shall mean and include up to [__________] authorized and
      unissued shares of Common Stock reserved for issuance on exercise of the
      Warrants, and unless otherwise noted, shall include [__________] shares of
      Common Stock issuable upon exercise of the Firm Warrants and [__________] shares
      of Common Stock issuable upon exercise of the Over-Allotment Warrants and any
      additional shares of Common Stock or other property which may hereafter be
      issuable or deliverable on exercise of the 

    Warrants
      pursuant to Section 9 of this Agreement.

    


    2.
      Warrants
      and Issuance of Warrant Certificates.
      Each
      Warrant shall initially entitle the Registered Owner of the Warrant Certificates
      representing such Warrant to purchase one quarter of one share of Common Stock
      on exercise thereof, subject to modification and adjustment as hereinafter
      provided in Section 9; and provided that Warrants may only be exercised in
      whole
      numbers for whole shares of Common Stock. Warrant Certificates representing
      [__________] Firm Warrants and evidencing the right to purchase an aggregate
      of
      [__________] shares of Common Stock of the Company shall be executed by the
      proper officers of the Company and delivered to the Warrant Agent for
      countersignature. Certificates representing the Firm Warrants to be delivered
      to
      the Warrant Agent shall be in direct relation to the Firm Shares sold as a
      Unit
      in the Company's Public Offering and shall be attached to certificates
      representing such corresponding number of Firm Shares. The Warrant Certificates
      representing the Firm Warrants will be issued and delivered on written order
      of
      the Company signed by its President and attested by its Secretary or Assistant
      Secretary. The Warrant Agent shall deliver Warrant Certificates in required
      whole number denominations to the persons entitled thereto in connection with
      any transfer or exchange permitted under this Agreement.

    


    The
      Over-Allotment Warrants shall be identical to the Firm Warrants, as described
      herein. Up to [__________] Over-Allotment Warrants may be issued and such
      Over-Allotment Warrants shall evidence the right of the Registered Owners
      thereof to purchase an aggregate of up to [__________] shares of Common Stock
      of
      the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued
      will be executed by the proper officers of the Company and delivered to the
      Warrant Agent for countersignature on exercise of the option to purchase
      Over-Allotment Warrants by the Underwriters in accordance with the Underwriting
      Agreement. 

    


    Except
      as
      provided in Section 8 hereof, share certificates representing the Warrant Shares
      shall be issued only on or after the Separation Date on exercise of the Warrants
      or on transfer or exchange of the Warrant Shares. The Warrant Agent, if other
      than the Company's Transfer Agent, shall arrange with the Transfer Agent for
      the
      issuance and registration of all Warrant Shares. 

    


    The
      Warrants are exercisable in even numbers, for whole shares of the Company’s
      Common Stock. In the case of the exercise of less than all the Warrants
      represented in a Certificate, the Warrant Agent shall cancel the Certificate
      upon the surrender thereof and shall deliver a new Warrant Certificate or
      Warrant Certificates of like tenor, which the Warrant Agent shall countersign,
      for the balance of such Warrants. In the case that the attempted exercise of
      all
      of the Warrants represented thereby would require the issuance of a fractional
      share of Common Stock, the Warrants shall be deemed to have been exercised
      for
      the nearest whole number of shares of Common Stock into which the Warrants
      may
      be exercised. No half shares or fractional shares will be issued by the Company.
      The Warrant Agent shall not permit the exercise of any Warrants for fractional
      share of Common Stock. 


    
      
        
        

      

      
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    3.
      Form
      and Execution of Warrant Certificates.
      The
      Warrant Certificates shall be substantially in the form attached as Exhibit
      "A"
      and may have such letters, numbers or other marks of identification and such
      legends, summaries or endorsements printed, lithographed or engraved thereon
      as
      the Company may deem appropriate and as are not inconsistent with the provisions
      of this Agreement. The Warrant Certificates shall be dated as of the date of
      issuance, whether on initial issuance, transfer, exchange or in lieu of
      mutilated, lost, stolen or destroyed Warrant Certificates.

    


    Each
      Warrant Certificate for Firm Warrants shall be initially issued only when
      attached to a certificate representing the corresponding number of Firm Shares
      of Common Stock sold as per Unit and shall be separately transferable from
      the
      certificate representing Firm Shares only on and after the Separation Date.
      Warrant Certificates issued for Over-Allotment Warrants shall be issued together
      with certificates representing the corresponding number of shares of Common
      Stock sold as per Unit and shall be separately transferable only on and after
      the Separation Date. 

    


    The
      Warrant Certificates shall be executed on behalf of the Company by its President
      and Secretary, by manual signatures or by facsimile signatures printed thereon,
      and shall have imprinted thereon a facsimile of the Company's seal. The Warrant
      Certificates shall be manually countersigned by the Warrant Agent and shall
      not
      be valid for any purpose unless so countersigned. In the event any officer
      of
      the Company who executed the Warrant Certificates shall cease to be an officer
      of the Company before the date of issuance of the Warrant Certificates or before
      countersignature and delivery by the Warrant Agent, such Warrant Certificates
      may be countersigned, issued and delivered by the Warrant Agent with the same
      force and effect as though the person who signed such Warrant Certificates
      had
      not ceased to be an officer of the Company. 

    


    4.
      Exercise.
      The
      exercise of Warrants in accordance with this Agreement shall only be permitted
      during the Exercise Period. 

    


    Warrants
      shall be deemed to have been exercised immediately prior to the close of
      business on the Exercise Date. The exercise form shall be executed by the
      Registered Owner thereof or his attorney duly authorized in writing and shall
      be
      delivered together with payment to the Warrant Agent, in cash or by official
      bank or certified check, of an amount in lawful money of the United States
      of
      America. Such payment shall be in an amount equal to the Exercise Price as
      hereinabove defined.

    


    The
      person entitled to receive the number of Warrant Shares deliverable on such
      exercise shall be treated for all purposes as the Registered Owner of such
      Warrant Shares as of the close of business on the Exercise Date. The Company
      shall not be obligated to issue any fractional share interests in Warrant
      Shares. If Warrants represented by more than one Warrant Certificate shall
      be
      exercised at one time by the same Registered Owner, the number of full Warrant
      Shares which shall be issuable on exercise thereof shall be computed on the
      basis of the aggregate number of full Warrant Shares issuable on such exercise.
      

    


    As
      soon
      as practicable on or after the Exercise Date and in any event within 30 days
      after such date, the Warrant Agent shall cause to be issued and delivered by
      the
      Transfer Agent to the person or persons entitled to receive the same, a
      certificate or certificates for the number of Warrant Shares deliverable on
      such
      exercise. No adjustment shall be made in respect of cash dividends on Warrant
      Shares deliverable on exercise of any Warrant. The Warrant Agent shall promptly

      notify the Company, in writing, of any exercise and of the number of Warrant
      Shares caused to be delivered, and shall cause payment of an amount in cash
      equal to the Exercise Price to be made promptly to the order of the Company.
      The
      parties contemplate such payments will be made by the Warrant Agent to the
      Company on a weekly basis and will consist of collected funds only. The Warrant
      Agent shall hold any proceeds collected and not yet paid to the Company in
      a
      Federally-insured account at a commercial bank selected by agreement of the
      Company and the Warrant Agent, at all times relevant hereto. Following a
      determination by the Warrant Agent that collected funds have been received,
      the
      Warrant Agent shall cause the Transfer Agent to issue share certificates
      representing the number of Warrant Shares purchased by the Registered Owner.
      



    
      
        
        

      

      
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    Expenses
      incurred by the Warrant Agent, including administrative costs, costs of
      maintaining records and other expenses, shall be paid by the Company according
      to the standard fees imposed by the Warrant Agent for such services. All
      expenses incurred by the Warrant Agent shall be invoiced to the Company.


    


    A
      detailed accounting statement setting forth the number of Warrants exercised,
      the number of Warrant Shares issued, the net amount of exercised funds and
      all
      expenses incurred by the Warrant Agent shall be transmitted to the Company
      on
      payment of each exercise amount. Such accounting statement shall serve as an
      interim accounting for the Company during the Exercise Period. The Warrant
      Agent
      shall render to the Company, at the completion of the Exercise Period, a
      complete accounting setting forth the number of Warrants exercised, the identity
      of persons exercising such Warrants, the number of Warrant Shares issued, the
      amounts distributed to the Company, and all expenses incurred by the Warrant
      Agent.

    


    The
      Company may be required to deliver a prospectus that satisfies the requirements
      of Section 10 of the Securities Act of 1933, as amended (the "1933 Act") with
      delivery of the Warrant Shares and must have a registration statement (or a
      post-effective amendment to an existing registration statement) effective under
      the 1933 Act in order for the Company to comply with any such prospectus
      delivery requirements. The Company will advise the Warrant Agent of the status
      of any such registration statement under the 1933 Act and of the effectiveness
      of the Company's registration statement or lapse of effectiveness.



    
      
        
        

      

      
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    No
      issuance of Warrant Shares shall be made unless there is an effective
      registration statement under the 1933 Act, and registration or qualification
      of
      the Warrant Shares, or an exemption therefrom, has been obtained from state
      or
      other regulatory authorities in the jurisdiction in which such Warrant Shares
      are sold. The Company will provide to the Warrant Agent written confirmation
      of
      all such registration or qualification, or an exemption therefrom, when
      requested by the Warrant Agent. In no event will the Company be obligated to
      pay
      the Registered Holder any cash consideration upon exercise or otherwise “net
      cash settle” the warrants.

    


    5.
      Redemption.
      Commencing from the Effective Date, the Company may, at its sole discretion,
      redeem the Warrants in whole, but not in part, for a redemption price of $0.01
      per Warrant, on not less than 30 days' notice to the Registered Owners. The
      right to redeem the Warrants may be exercised by the Company during the Exercise
      Period only in the event (i) the closing sale price for the Company's shares
      of
      Common Stock has equaled or exceeded $[__________] per share for each of the
      20
      consecutive trading days within a 30 trading day period ending on the third
      trading day prior to a 30-day notice of redemption is sent to the Registered
      Owners, (ii) the Company has a registration statement (or a post-effective
      amendment to an existing registration statement) pertaining to the Warrant
      Shares effective with the Securities and Exchange Commission, which registration
      statement would enable a Registered Owner to receive upon exercise, one or
      more
      certificates evidencing the Warrant Shares, without legend restricting the
      transferability of such Warrant Shares, and (iii) the expiration of the 30-day
      notice period is within the Exercise Period. In the event the Company exercises
      its right to redeem the Warrants, the Expiration Date will be deemed to be,
      and
      the Warrants will be exercisable until the close of business on, the date fixed
      for redemption in such notice. If any Warrant called for redemption is not
      exercised by such time, it will cease to be exercisable and the Registered
      Owner
      thereof will be entitled only to the redemption price. 

    


    6.
      Reservation
      of Shares and Payment of Taxes.
      The
      Company covenants that it will at all times reserve and have available from
      its
      authorized shares of Common Stock such number of shares of Common Stock as
      shall
      then be issuable on exercise of all outstanding Warrants. The Company covenants
      that all Warrant Shares issuable shall be duly and validly issued, fully paid
      and nonassessable, and free from all taxes, liens and charges with respect
      to
      the issue thereof.

    


    The
      Registered Owner shall pay all documentary, stamp or similar taxes and other
      government charges that may be imposed with respect to the issuance of the
      Warrants, or the issuance, transfer or delivery of any Warrant Shares on
      exercise of the Warrants. In the event the Warrant Shares are to be delivered
      in
      a name other than the name of the Registered Owner of the Warrant Certificates,
      no such delivery shall be made unless the person requesting the same has paid
      to
      the Warrant Agent or Transfer Agent the amount of any such taxes or charges
      incident thereto.

    


    The
      Company will supply the Warrant Agent with blank Warrant Certificates, so as
      to
      maintain an inventory satisfactory to the Warrant Agent. The Company will file
      with the Warrant Agent a statement setting forth the name and address of its
      Transfer Agent for Warrant Shares and of each successor Transfer Agent, if
      any.

    


    7.
      Registration
      of Transfer.
      The
      Warrant Certificates may be transferred in whole or in part and may be
      separately transferred from the Common Stock share certificate to which such
      Warrant Certificate is attached only following the Separation Date and during
      the Exercise Period. Warrant Certificates to be exchanged shall be surrendered
      to the Warrant Agent at its corporate office. The Company shall execute and
      the
      Warrant Agent shall countersign, issue and deliver in exchange therefor, the
      Warrant Certificate or Certificates that the holder making the transfer shall
      be
      entitled to receive.

    


    The
      Warrant Agent shall keep transfer books at its corporate office on which Warrant
      Certificates and the transfer thereof shall be registered. On due presentment
      for registration of transfer of any Warrant Certificate at such office, the
      Company shall execute and the Warrant Agent shall issue and deliver to the
      transferee or transferees a new Warrant Certificate or Certificates representing
      an equal aggregate number of Warrants.



    
      
        
        

      

      
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    All
      Warrant Certificates presented for registration of transfer or exercise shall
      be
      duly endorsed or be accompanied by a written instrument or instruments of
      transfer in form satisfactory to the Company and the Warrant Agent.


     

    Prior
      to
      due presentment for registration of transfer thereof, the Company and the
      Warrant Agent may treat the Registered Owner of any Warrant Certificate as
      the
      absolute owner thereof (notwithstanding any notations of ownership or writing
      thereon made by anyone other than the Company or the Warrant Agent) and the
      parties hereto shall not be affected by any notice to the contrary.

    


    8.
      Loss;
      Mutilation or Exchange.
      On
      receipt by the Company and the Warrant Agent of evidence satisfactory as to
      the
      ownership of and the loss, theft, destruction or mutilation of any Warrant
      Certificate, the Company shall execute and the Warrant Agent shall countersign
      and deliver in lieu thereof, a new Warrant Certificate representing an equal
      aggregate number of Warrants. In the case of loss, theft or destruction of
      any
      Warrant Certificate, the Registered Owner requesting issuance of a new Warrant
      Certificate shall be required to secure an indemnity bond in favor of the
      Company and Warrant Agent in an amount satisfactory to each of them. In the
      event a Warrant Certificate is mutilated, such Certificate shall be surrendered
      and cancelled by the Warrant Agent prior to delivery of a new Warrant
      Certificate. Applicants for a substitute Warrant Certificate shall also comply
      with such other regulations and pay such other reasonable charges as the Company
      may prescribe.

    


    If,
      at
      any time and from time to time following the Separation Date, a holder of Units
      shall tender his, her or its Unit certificate(s) and request that the Unit
      certificate(s) be replaced by certificates evidencing the number of shares
      of
      Common Stock and the number of Warrants comprising the Unit(s) so tendered,
      then
      the Warrant Agent shall cause the Transfer Agent to cancel the Unit
      certificate(s) so tendered and, in the place and stead of such Unit
      certificate(s), the Warrant Agent (a) shall cause the Transfer Agent to issue
      and deliver to such holder, a share certificate registered in the name of the
      holder evidencing the number of shares of Common Stock included in the Units
      tendered by the holder and (b) shall issue and deliver to such holder, a Warrant
      Certificate registered in the name of the holder evidencing the number of
      Warrants included in the Units tendered by the holder.

    


    9.
      Adjustment
      of Exercise Price and Shares.

    


    (a)
      If at
      any time prior to the expiration of the Warrants by their terms or by exercise,
      the Company increases or decreases the number of its issued and outstanding
      shares of Common Stock, or changes in any way the rights and privileges of
      such
      shares of Common Stock, by means of (i) the payment of a share dividend or
      the
      making of any other distribution on such shares of Common Stock payable in
      its
      shares of Common Stock, (ii) a split or subdivision of shares of Common Stock,
      or (iii) a consolidation or combination of shares of Common Stock, then the
      Exercise Price in effect at the time of such action and the number of Warrants
      required to purchase each Warrant Share at that time shall be proportionately
      adjusted so that the numbers, rights and privileges relating to the Warrant
      Shares then purchasable upon the exercise of the Warrants shall be increased,
      decreased or changed in like manner, for the same aggregate purchase price
      set
      forth in the Warrants, as if the Warrant Shares purchasable upon the exercise
      of
      the Warrants immediately prior to the event had been issued, outstanding, fully
      paid and nonassessable at the time of that event. Any dividend paid or
      distributed on the shares of Common Stock in shares of any other class of shares
      of the Company or securities convertible into shares of Common Stock shall
      be
      treated as a dividend paid in shares of Common Stock to the extent shares of
      Common Stock are issuable on the payment or conversion thereof. 

    


    (b)
      In
      the event, prior to the expiration of the Warrants by exercise or by their
      terms, the Company shall be recapitalized by reclassifying its outstanding
      shares of Common Stock into shares with a different par value, or by changing
      its outstanding shares of Common Stock to shares without par value or in the
      event of any other material change in the capital structure of the Company
      or of
      any successor corporation by reason of any reclassification, recapitalization
      or
      conveyance, prompt, proportionate, equitable, lawful and adequate provision
      shall be made whereby any Registered Owner of the Warrants shall thereafter
      have
      the right to purchase, on the basis and the terms and conditions specified
      in
      this Agreement, in lieu of the Warrant Shares theretofore purchasable on the
      exercise of any Warrant, such securities or assets as may be issued or payable
      with respect to or in exchange for the number of Warrant Shares theretofore
      purchasable on exercise of the Warrants had such reclassification,
      recapitalization or conveyance not taken place; and in any such event, the
      rights of any Registered Owner of a Warrant to any adjustment in the number
      of
      Warrant Shares purchasable on exercise of such Warrant, as set forth above,
      shall continue and be preserved in respect of any stock, securities or assets
      which the Registered Owner becomes entitled to purchase.



    
      
        
        

      

      
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    (c)
      In
      the event the Company, at any time while the Warrants shall remain unexpired
      and
      unexercised, shall sell all or substantially all of its property, or dissolves,
      liquidates or winds up its affairs, prompt, proportionate, equitable, lawful
      and
      adequate provision shall be made as part of the terms of such sale, dissolution,
      liquidation or winding up such that the Registered Owner of a Warrant may
      thereafter receive, on exercise thereof, in lieu of each Warrant Share which
      he
      would have been entitled to receive, the same kind and amount of any stock,
      securities or assets as may be issuable, distributable or payable on any such
      sale, dissolution, liquidation or winding up with respect to each share of
      Common Stock of the Company; provided, however, that in the event of any such
      sale, dissolution, liquidation or winding up, the right to exercise the Warrants
      shall terminate on a date fixed by the Company, such date to be not earlier
      than
      [5:00 P.M., Eastern Time, on the 30th]
      day
      next succeeding the date on which notice of such termination of the right to
      exercise the Warrants has been given by mail to the Registered Owners thereof
      at
      such addresses as may appear on the books of the Company.

    


    (d)
      In
      the event prior to the expiration of the Warrants by exercise or by their terms,
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them to purchase its shares of Common Stock at a price
      per
      share more than 10% below the then-current market price per share (as defined
      below) at the date of taking such record, then, (i) the number of Warrant Shares
      purchasable pursuant to the Warrants shall be redetermined as follows: the
      number of Warrant Shares purchasable pursuant to a Warrant immediately prior
      to
      such adjustment (taking into account fractional interests to the nearest 1,000th
      of a share) shall be multiplied by a fraction, the numerator of which shall
      be
      the number of shares of Common Stock of the Company outstanding (excluding
      shares of Common Stock then owned by the Company) immediately prior to the
      taking of such record, plus the number of additional shares offered for
      purchase, and the denominator of which shall be the number of shares of Common
      Stock of the Company outstanding (excluding shares of Common Stock owned by
      the
      Company) immediately prior to the taking of such record, plus the number of
      shares which the aggregate offering price of the total number of additional
      shares so offered would purchase at such current market price; and (ii) the
      Exercise Price per Warrant Share purchasable pursuant to a Warrant shall be
      redetermined as follows: the Exercise Price in effect immediately prior to
      the
      taking of such record shall be multiplied by a fraction, the numerator of which
      is the number of Warrant Shares purchasable immediately prior to the taking
      of
      such record, and the denominator of which is the number of Warrant Shares
      purchasable immediately after the taking of such record as determined pursuant
      to clause (i) above; provided, however, (i) that any adjustment in the number
      of
      shares issuable as set forth above shall be effective only to the extent
      sufficient shares of Common Stock have been registered through a registration
      statement effective under the 1933 Act, and (ii) that any adjustment in the
      Exercise Price does not cause the Company to receive proceeds in excess of
      the
      amount authorized by any such registration statement. For the purposes of any
      computation hereunder, the "Current Market Price" at any date shall be the
      closing price of the Common Stock on the business day next preceding the event
      requiring an adjustment hereunder. If the principal trading market for such
      securities is an exchange, the closing price shall be the reported last sale
      price on such exchange on such day provided if trading of such Common Stock
      is
      listed on any consolidated tape, the closing price shall be the reported last
      sale price set forth on such consolidated tape. If the principal trading market
      for such securities is the over-the-counter market, the closing price shall
      be
      the last reported sale price on such date as set forth by The Nasdaq Stock
      Market, Inc., or, if the security is not quoted on such market, the average
      closing bid and asked prices as set forth in the National Quotation Bureau
      pink
      sheet or the Electronic Bulletin Board System for such day. Notwithstanding
      the
      foregoing, if there is no reported last sale price or average closing bid and
      asked prices, as the case may be, on a date prior to the event requiring an
      adjustment hereunder, then the Current Market Price shall be determined as
      of
      the latest date prior to such day for which such last sale price or average
      closing bid and asked price is available. 



    
      
        
        

      

      
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    (e)
      The
      Warrants are exercisable in even numbers at the option of the holder for whole
      shares of the Company’s Common Stock. No fractional interests will be issued. In
      the case of the exercise of less than all the Warrants represented in a
      Certificate, the Warrant Agent shall cancel the Certificate upon the surrender
      thereof and shall deliver a new Warrant Certificate or Warrant Certificates
      of
      like tenor, which the Warrant Agent shall countersign, for the balance of such
      Warrants. In the case that the attempted exercise of all of the Warrants
      represented thereby would require the issuance of a fractional share of Common
      Stock, the Warrants shall be deemed to have been exercised for the nearest
      whole
      number of shares of Common Stock into which the Warrants may be exercised.
      No
      half shares or fractional shares will be issued by the Company. The Warrant
      Agent shall not provide for the exercise of any Warrants for fractional share
      of
      Common Stock. 

    


    (f)
      In
      the event, prior to expiration of the Warrants by exercise or by their terms,
      the Company shall determine to take a record of the holders of its shares of
      Common Stock for the purpose of determining shareholders entitled to receive
      any
      stock dividend, distribution or other right which will cause any change or
      adjustment in the number, amount, price or nature of the shares of Common Stock
      or other stock, securities or assets deliverable on exercise of the Warrants
      pursuant to the foregoing provisions, the Company shall give to the Registered
      Owners of the Warrants at the addresses as may appear on the books of the
      Company at least 30 days' prior written notice to the effect that it intends
      to
      take such a record provided, however, that notice to the Registered Owners
      of an
      extension of the Expiration Date may be made by publication or by release to
      [Dow Jones, P.R. Newswire] or other means of general distribution. Such notice
      shall specify the date as of which such record is to be taken; the purpose
      for
      which such record is to be taken; and the number, amount, price and nature
      of
      the shares of Common Stock or other stock, securities or assets which will
      be
      deliverable on exercise of the Warrants after the action for which such record
      will be taken has been completed. Without limiting the obligation of the Company
      to provide notice to the Registered Owners of the Warrants of any corporate
      action hereunder, the failure of the Company to give notice shall not invalidate
      such corporate action of the Company. 

    


    (g)
      The
      Warrants shall not entitle the Registered Owner thereof to any of the rights
      of
      shareholders or to any dividend declared on the shares of Common Stock unless
      the Warrant is exercised and the Warrant Shares purchased prior to the record
      date fixed by the Board of Directors of the Company for the determination of
      holders of shares of Common Stock entitled to such dividend or other
      right.

    


    (h)
      No
      adjustment of the Exercise Price shall be made as a result of or in connection
      with (i) the issuance of shares of Common Stock of the Company pursuant to
      options, warrants, employee stock ownership plans and share purchase agreements
      outstanding or in effect on the date hereof, (ii) the establishment of
      additional option plans of the Company, the modification, renewal or extension
      of any plan now in effect or hereafter created, or the issuance of shares of
      Common Stock on exercise of any options pursuant to such plans, and (iii) the
      issuance of shares of Common Stock in connection with compensation arrangements
      for officers, employees or agents of the Company or any subsidiary, and the
      like. 

    


    (i)
      The
      Company shall be empowered, in the sole and unconditional discretion of the
      Board of Directors, at any time during the Exercise Period, to reduce the
      applicable Exercise Price of all but not part of the Warrants then outstanding.
      Any such reduction in the applicable Exercise Price shall be effective upon
      written notice to the Warrant Agent, which notice shall be given pursuant to
      a
      duly and validly authorized resolution of the Board of Directors of the Company.
      Any such reduction in the Exercise Price shall not entitle the Registered Owners
      to issuance of any additional Common Shares pursuant to the adjustment
      provisions set forth elsewhere herein, regardless of whether the reduction
      in
      the Exercise Price was effected either prior to or following exercise of
      Warrants by the Registered Owners thereof. A nonexercising Registered Owner
      shall have no remedy or rights to receive any additional Warrant Shares as
      a
      result of any reduction in any applicable Exercise Price pursuant to this
      subsection. Any reduction in the Exercise Price shall be effective for minimum
      periods of not less than ten (10) business days.



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    10.
      Duties,
      Compensation and Termination of Warrant Agent.
      The
      Warrant Agent shall act hereunder as agent and in a ministerial capacity for
      the
      Company, and its duties shall be determined solely by the provisions hereof.
      The
      Warrant Agent shall not, by issuing and delivering Warrant Certificates or
      by
      any other act hereunder, be deemed to make any representations as to the
      validity, value or authorization of the Warrant Certificate or the Warrants
      represented thereby or of the Warrant Shares or other property delivered on
      exercise of any Warrant. The Warrant Agent shall not be under any duty or
      responsibility to any holder of the Warrant Certificates to make or cause to
      be
      made any adjustment of the Exercise Price or to determine whether any fact
      exists which may require any such adjustments.

    


    The
      Warrant Agent shall not (i) be liable for any recital or statement of fact
      contained herein or for any action taken or omitted by it in reliance on any
      Warrant Certificate or other document or instrument believed by it in good
      faith
      to be genuine and to have been signed or presented by the proper party or
      parties, (ii) be responsible for any failure on the part of the Company to
      comply with any of its covenants and obligations contained in this Agreement
      or
      in the Warrant Certificates, or (iii) be liable for any act or omission in
      connection with this Agreement except for its own negligence or willful
      misconduct.

    


    The
      Warrant Agent may at any time consult with counsel satisfactory to it (who
      may
      be counsel for the Company) and shall incur no liability or responsibility
      for
      any action taken or omitted by it in good faith in accordance with the opinion
      or advice of such counsel.

    


    Any
      notice, statement, instruction, request, direction, order or demand of the
      Company shall be sufficiently evidenced by an instrument signed by its President
      and attested by its Secretary or Assistant Secretary. The Warrant Agent shall
      not be liable for any action taken or omitted by it in accordance with such
      notice, statement, instruction, request, direction, order or demand.


    


    The
      Company agrees to pay the Warrant Agent reasonable compensation for its services
      hereunder and to reimburse the Warrant Agent for its reasonable expenses. The
      Company further agrees to indemnify the Warrant Agent against any and all
      losses, expenses and liabilities, including judgments, costs and counsel fees,
      for any action taken or omitted by the Warrant Agent in the execution of its
      duties and powers hereunder, excepting losses, expenses and liabilities arising
      as a result of the Warrant Agent's negligence or willful misconduct.


    


    The
      Warrant Agent may resign its duties or the Company may terminate the Warrant
      Agent and the Warrant Agent shall be discharged from all further duties and
      liabilities hereunder (except liabilities arising as a result of the Warrant
      Agent's own negligence or willful misconduct) on [30 days'] prior written notice
      to the other party. At least [12 days] prior to the date such resignation is
      to
      become effective, the Warrant Agent shall cause a copy of such notice of
      resignation to be mailed to the Registered Owner of each Warrant Certificate.
      On
      such resignation or termination, the Company shall appoint a new Warrant Agent.
      If the Company shall fail to make such appointment within a period of [30 days]
      after it has been notified in writing of the resignation by the Warrant Agent,
      then the Registered Owner of any Warrant Certificate may apply to any court
      of
      competent jurisdiction for the appointment of a new Warrant Agent. Any new
      Warrant Agent, whether appointed by the Company or by such court, shall be
      a
      bank or trust company having a capital and surplus, as shown by its last
      published report to its shareholders, of not less than [$1,000,000], and having
      its principal office in the United States.



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    After
      acceptance in writing of an appointment of a new Warrant Agent is received
      by
      the Company, such new Warrant Agent shall be vested with the same powers,
      rights, duties and responsibilities as if it had been originally named herein
      as
      the Warrant Agent, without any further assurance, conveyance, act or deed;
      provided, however, if it shall be necessary or expedient to execute and deliver
      any further assurance, conveyance, act or deed, the same shall be done at the
      expense of the Company and shall be legally and validly executed. The Company
      shall file a notice of appointment of a new Warrant Agent with the resigning
      Warrant Agent and shall forthwith cause a copy of such notice to be mailed
      to
      the Registered Owner of each Warrant Certificate.

    


    Any
      corporation into which the Warrant Agent or any new Warrant Agent may be
      converted or merged, or any corporation resulting from any consolidation to
      which the Warrant Agent or any new Warrant Agent shall be a party, or any
      corporation succeeding to the corporate trust business of the Warrant Agent
      shall be a successor Warrant Agent under this Agreement, provided that such
      corporation is eligible for appointment as a successor to the Warrant Agent.
      Any
      such successor Warrant Agent shall promptly cause notice of its succession
      as
      Warrant Agent to be mailed to the Company and to the Registered Owner of each
      Warrant Certificate. No further action shall be required for establishment
      and
      authorization of such successor Warrant Agent.

    


    The
      Warrant Agent, its officers or directors and it subsidiaries or affiliates
      may
      buy, hold or sell Warrants or other securities of the Company and otherwise
      deal
      with the Company in the same manner and to the same extent and with like effect
      as though it were not the Warrant Agent. Nothing herein shall preclude the
      Warrant Agent from acting in any other capacity for the Company. 

    


    11.
      Modification
      of Agreement.
      The
      Warrant Agent and the Company may by supplemental agreement make any changes
      or
      corrections in this Agreement they shall deem appropriate to cure any ambiguity
      or to correct any defective or inconsistent provision or mistake or error herein
      contained. Additionally, the parties may make any changes or corrections deemed
      necessary which shall not adversely affect the interests of the Registered
      Owners of Warrant Certificates; provided, however, this Agreement shall not
      otherwise be modified, supplemented or altered in any respect except with the
      consent in writing of the Registered Owners of Warrant Certificates representing
      not less than a majority of the Warrants outstanding. Additionally, no change
      in
      the number or nature of the Warrant Shares purchasable on exercise of a Warrant
      or the Exercise Price therefore shall be made without the consent in writing
      of
      the Registered Owner of the Warrant Certificate representing such Warrant,
      other
      than such changes as are specifically prescribed by this Agreement.

    


    12.
      Notices.
      All
      notices, demands, elections, opinions or requests (however characterized or
      described) required or authorized hereunder shall be deemed given sufficiently
      in writing and sent by registered or certified mail, return receipt requested
      and postage prepaid, or by tested telex, telegram or cable to, in the case
      of
      the Company:



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    COMPANY:

    


    Skystar
      Bio-Pharmaceutical Company

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

    Gaoxin
      District, Xian Province, P.R. China

    Fax:
      [__________]

    Attention:
      President  

    


    with
      a
      copy to:

    


    Richardson
      & Patel LLP

    10900
      Wilshire Boulevard, Suite 500

    Los
      Angeles, California 90024

    Fax:
      310-208-1154

    Attention:
      Kevin K. Leung, Esq.

    


    and
      in
      the case of the Warrant Agent:

    


    [name]

    [address]

    Fax:
      [__________]

    


    and
      if to
      the Registered Owner of a Warrant Certificate, at the address of such Registered
      Owner as set forth on the books maintained by the Warrant Agent.

    


    13.
      Persons
      Benefiting.
      This
      Agreement shall be binding upon and inure to the benefit of the Company, the
      Warrant Agent and their respective successors and assigns, and the Registered
      Owners and beneficial owners from time to time of the Warrant Certificates.
      Nothing in this Agreement is intended or shall be construed to confer on any
      other person any right, remedy or claim or to impose on any other person any
      duty, liability or obligation. 

    


    14.
      Further
      Instruments.
      The
      parties shall execute and deliver any and all such other instruments and shall
      take any and all such other actions as may be reasonable or necessary to carry
      out the intention of this Agreement. 

    


    15.
      Severability.
      If any
      provision of this Agreement shall be held, declared or pronounced void,
      voidable, invalid, unenforceable or inoperative for any reason by any court
      of
      competent jurisdiction, government authority or otherwise, such holding,
      declaration or pronouncement shall not affect adversely any other provision
      of
      this Agreement, which shall otherwise remain in full force and effect and be
      enforced in accordance with its terms, and the effect of such holding,
      declaration or pronouncement shall be limited to the territory or jurisdiction
      in which made.

    


    16.
      Waiver.
      All the
      rights and remedies of either party under this Agreement are cumulative and
      not
      exclusive of any other rights and remedies as provided by law. No delay or
      failure on the part of either party in the exercise of any right or remedy
      arising from a breach of this Agreement shall operate as a waiver of any
      subsequent right or remedy arising from a subsequent breach of this Agreement.
      The consent of any party where required hereunder to any act or occurrence
      shall
      not be deemed to be a consent to any other action or occurrence.

    


    17.
      General
      Provisions.
      This
      Agreement shall be construed and enforced in accordance with, and governed
      by,
      the laws of the State of California. Except as otherwise expressly stated
      herein, time is of the essence in performing hereunder. This Agreement embodies
      the entire agreement and understanding between the parties and supersedes all
      prior agreements and understandings relating to the subject matter hereof,
      and
      this Agreement may not be modified or amended or any term or provision hereof
      waived or discharged except in writing signed by the party against whom such
      amendment, modification, waiver or discharge is sought to be enforced. The
      headings of this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning thereof. This Agreement may be executed
      in
      any number of counterparts, each of which shall be deemed an original, but
      all
      of which taken together shall constitute one and the same
      instrument.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above mentioned.

     

    THE
      COMPANY:

    


    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


    By:

    Name:

    Title:

    


    THE
      WARRANT AGENT:

    


    [NAME]

    


    By:

    Name:

    Title:


    
      
        
        

      

      
        14