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

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR
      TO                        
, 2009 [ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME,
      ,
      2013 [FIVE YEARS THE FROM DATE OF THE PROSPECTUS]. 

     

    COMMON
      STOCK PURCHASE OPTION

     

    For
      the
      Purchase of

    ________
      Shares of Common Stock

    Of

    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY

    


     

    1. Purchase
      Option. 

     


      THIS
        CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
        (“Holder”), as registered owner of this Purchase Option, to SkyStar
        Bio-Pharmaceutical Company (the “Company”), Holder is entitled, at any time or
        from time to time from , 2009 [one year from date of prospectus] (the
“Commencement Date”), and at or before 5:00 p.m., Eastern Time, , 2013 [five
        years from date of prospectus] (the “Expiration Date”), but not thereafter, to
        subscribe for, purchase and receive, in whole or in part, up to _____________
        shares of common stock of the Company, par value $.001 per share (the “Shares”)
        subject to adjustment as provided in Section 6 hereof. If the Expiration
        Date is a day on which banking institutions are authorized by law to close,
        then
        this Purchase Option may be exercised on the next succeeding day which is
        not
        such a day in accordance with the terms herein. During the period ending
        on the
        Expiration Date, the Company agrees not to take any action that would terminate
        the Purchase Option. This Purchase Option is initially exercisable at $____
        per
        Share ([125%] of the price of the Shares sold in the Offering) so purchased;
        provided, however, that upon the occurrence of any of the events specified
        in
        Section 6 hereof, the rights granted by this Purchase Option, including the
        exercise price per Share and the number of Shares to be received upon such
        exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending
        on the context.


     

    2.
       Exercise.
      

     


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


    

        



        


    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


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


     

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

     

    3. Transfer.
      

     

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

     

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

     


      4.
        Registration Rights


    
      



        4.1
          Demand Registration.


      



        4.1.1 Grant
          of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s)
          of at least 51% of the Purchase Options and/or the underlying Shares (“Majority
          Holders”), agrees to register, on two occasions (at least twelve months apart),
          all or any portion of the Shares underlying the Purchase Options (collectively
          the “Registrable Securities”). On such occasions, the Company will file a
          registration statement with the SEC covering the Registrable Securities
          within
          sixty (60) days after receipt of a Demand Notice and use its reasonable
          best
          efforts to have the registration statement declared effective promptly
          thereafter, subject to compliance with review by the SEC; provided,
          however,
          that
          the Company shall not be required to comply with a Demand Notice if the
          Company
          has filed a registration statement with respect to which the Holder is
          entitled
          to piggyback registration rights pursuant to Section 4.2 hereof and either:
          (i)
          the Holder has elected to participate in the offering covered by such
          registration statement or (ii) if such registration statement relates to
          an
          underwritten primary offering of securities of the Company, until the offering
          covered by such registration statement has been withdrawn or until thirty
          (30)
          days after such offering is consummated. The demands for registration may
          be
          made at any time during a period of four (4) years beginning one (1) year
          from
          the Closing Date. The Company covenants and agrees to give written notice
          of its
          receipt of any Demand Notice by any Holder(s) to all other registered Holders
          of
          the Purchase Options and/or the Registrable Securities within ten (10)
          days from
          the date of the receipt of any such Demand Notice.


       


        4.1.2 Terms.
          The Company shall bear all fees and expenses attendant to the first registration
          of the Registrable Securities pursuant to Section 4.1.1, but the Holders
          shall
          pay any and all underwriting commissions and the expenses of any legal
          counsel
          selected by the Holders to represent them in connection with the sale of
          the
          Registrable Securities. The Holders shall bear all fees and expenses (including
          all underwriting commissions and the expenses of any legal counsel selected
          by
          the Holders to represent them) in connection with the second registration
          of the
          Registrable Securities described in Section 4.1.1 hereof. The Company agrees
          to
          use its reasonable best efforts to cause the filing required herein to
          become
          effective promptly and to qualify or register the Registrable Securities
          in such
          States as are reasonably requested by the Holder(s); provided,
          however,
          that in
          no event shall the Company be required to register the Registrable Securities
          in
          a State in which such registration would cause: (i) the Company to be obligated
          to register or license to do business in such State or submit to general
          service
          of process in such State, or (ii) the principal shareholders of the Company
          to
          be obligated to escrow their shares of capital stock of the Company. The
          Company
          shall cause any registration statement filed pursuant to the demand right
          granted under Section 4.1.1 to remain effective for a period of at least
          twelve
          consecutive months from the date that the Holders of the Registrable Securities
          covered by such registration statement are first given the opportunity
          to sell
          all of such securities. The Holders shall only use the prospectuses provided
          by
          the Company to sell the shares covered by such registration statements,
          and will
          immediately cease to use any prospectus furnished by the Company if the
          Company
          advises the Holder that such prospectus may no longer be used due to a
          material
          misstatement or omission.


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       


        4.2 “Piggy-Back”
          Registration.


      



        4.2.1 Grant
          of Right. In addition to the demand right of registration, described in
          Section
          4.1 hereof the Holder shall have the right, for a period of four (4) years
          commencing one (1) year from the Closing Date, to include the Registrable
          Securities as part of any other registration of securities filed by the
          Company
          (other than in connection with a transaction contemplated by Rule 145(a)
          promulgated under the Act or pursuant to Form S-8 or any equivalent form);
          provided,
          however,
          that if,
          solely in connection with any primary underwritten public offering for
          the
          account of the Company, the managing underwriter(s) thereof shall, in its
          reasonable discretion, impose a limitation on the number of shares of Common
          Stock which may be included in the Registration Statement because, in such
          underwriter(s)’ judgment, marketing or other factors dictate such limitation is
          necessary to facilitate public distribution, then the Company shall be
          obligated
          to include in such Registration Statement only such limited portion of
          the
          Registrable Securities with respect to which the Holder requested inclusion
          hereunder as the underwriter shall reasonably permit. Any exclusion of
          Registrable Securities shall be made pro rata among the Holders seeking
          to
          include Registrable Securities in proportion to the number of Registrable
          Securities sought to be included by such Holders; provided,
          however,
          that
          the Company shall not exclude any Registrable Securities unless the Company
          has
          first excluded all outstanding securities, the holders of which are not
          entitled
          to inclusion of such securities in such Registration Statement or are not
          entitled to pro rata inclusion with the Registrable
          Securities.


      



        4.2.2 Terms.
          The Company shall bear all fees and expenses attendant to registering the
          Registrable Securities pursuant to Section 4.2.1 hereof, but the Holders
          shall
          pay any and all underwriting commissions and the expenses of any legal
          counsel
          selected by the Holders to represent them in connection with the sale of
          the
          Registrable Securities. In the event of such a proposed registration, the
          Company shall furnish the then Holders of outstanding Registrable Securities
          with not less than thirty (30) days written notice prior to the proposed
          date of
          filing of such registration statement. Such notice to the Holders shall
          continue
          to be given for each registration statement filed by the Company until
          such time
          as all of the Registrable Securities have been sold by the Holder. The
          holders
          of the Registrable Securities shall exercise the “piggy-back” rights provided
          for herein by giving written notice, within ten (10) days of the receipt
          of the
          Company’s notice of its intention to file a registration statement.



      



        4.3 General
          Terms. 


      



        4.3.1 Indemnification.
          The Company shall indemnify the Holder(s) of the Registrable Securities
          to be
          sold pursuant to any registration statement hereunder and each person,
          if any,
          who controls such Holders within the meaning of Section 15 of the Act or
          Section
          20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
          against all loss, claim, damage, expense or liability (including all reasonable
          attorneys’ fees and other expenses reasonably incurred in investigating,
          preparing or defending against any claim whatsoever) to which any of them
          may
          become subject under the Act, the Exchange Act or otherwise, arising from
          such
          registration statement but only to the same extent and with the same effect
          as
          the provisions pursuant to which the Company has agreed to indemnify the
          Underwriters contained in Section __ of the Underwriting Agreement between
          the
          Underwriters and the Company, dated as of _______________, 2008. The Holder(s)
          of the Registrable Securities to be sold pursuant to such registration
          statement, and their successors and assigns, shall severally, and not jointly,
          indemnify the Company, against all loss, claim, damage, expense or liability
          (including all reasonable attorneys’ fees and other expenses reasonably incurred
          in investigating, preparing or defending against any claim whatsoever)
          to which
          they may become subject under the Act, the Exchange Act or otherwise, arising
          from information furnished by or on behalf of such Holders, or their successors
          or assigns, in writing, for specific inclusion in such registration statement
          to
          the same extent and with the same effect as the provisions contained in
          Section
          8 of the Underwriting Agreement pursuant to which the Underwriters have
          agreed
          to indemnify the Company.


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       


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


      



        4.3.3 Documents
          Delivered to Holders. The Company shall furnish to each Holder participating
          in
          any of the foregoing offerings and to each underwriter of any such offering,
          if
          any, a signed counterpart, addressed to such Holder or underwriter, of:
          (i) an
          opinion of counsel to the Company, dated the effective date of such registration
          statement (and, if such registration includes an underwritten public offering,
          an opinion dated the date of the closing under any underwriting agreement
          related thereto), and (ii) a “cold comfort” letter dated the effective date of
          such registration statement (and, if such registration includes an underwritten
          public offering, a letter dated the date of the closing under the underwriting
          agreement) signed by the independent public accountants who have issued
          a report
          on the Company’s financial statements included in such registration statement,
          in each case covering substantially the same matters with respect to such
          registration statement (and the prospectus included therein) and, in the
          case of
          such accountants’ letter, with respect to events subsequent to the date of such
          financial statements, as are customarily covered in opinions of issuer’s counsel
          and in accountants’ letters delivered to underwriters in underwritten public
          offerings of securities. The Company shall also deliver promptly to each
          Holder
          participating in the offering requesting the correspondence and memoranda
          described below and to the managing underwriter, if any, copies of all
          correspondence between the SEC and the Company, its counsel or auditors
          and all
          memoranda relating to discussions with the SEC or its staff with respect
          to the
          registration statement and permit each Holder and underwriter to do such
          investigation, upon reasonable advance notice, with respect to information
          contained in or omitted from the registration statement as it deems reasonably
          necessary to comply with applicable securities laws or rules of FINRA.
          Such
          investigation shall include access to books, records and properties and
          opportunities to discuss the business of the Company with its officers
          and
          independent auditors, all to such reasonable extent and at such reasonable
          times
          as any such Holder shall reasonably request.


      



        4.3.4 Underwriting
          Agreement. The Company shall enter into an underwriting agreement with
          the
          managing underwriter(s), if any, selected by any Holders whose Registrable
          Securities are being registered pursuant to this Section 4, which managing
          underwriter shall be reasonably satisfactory to the Company. Such agreement
          shall be reasonably satisfactory in form and substance to the Company,
          each
          Holder and such managing underwriters, and shall contain such representations,
          warranties and covenants by the Company and such other terms as are customarily
          contained in agreements of that type used by the managing underwriter.
          The
          Holders shall be parties to any underwriting agreement relating to an
          underwritten sale of their Registrable Securities and may, at their option,
          require that any or all the representations, warranties and covenants of
          the
          Company to or for the benefit of such underwriters shall also be made to
          and for
          the benefit of such Holders. Such Holders shall not be required to make any
          representations or warranties to or agreements with the Company or the
          underwriters except as they may relate to such Holders, their Shares and
          their
          intended methods of distribution.


       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       


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


      



        4.3.6 Damages.
          Should the registration or the effectiveness thereof required by Sections
          4.1
          and 4.2 hereof be delayed by the Company or the Company otherwise fails
          to
          comply with such provisions, the Holder(s) shall, in addition to any other
          legal
          or other relief available to the Holder(s), be entitled to obtain specific
          performance or other equitable (including injunctive) relief against the
          threatened breach of such provisions or the continuation of any such breach,
          without the necessity of proving actual damages and without the necessity
          of
          posting bond or other security.


       


        5.
           New
          Purchase Options to be Issued. 


    

     


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


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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


     


      6. Adjustments.
        


     


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


     


      6.1.1 Share
        Dividends; Split Ups. If after the date hereof, and subject to the provisions
        of
        Section 6.3 below, the number of outstanding Shares is increased by a stock
        dividend payable in Shares or by a split up of Shares or other similar event,
        then, on the effective day thereof, the number of Shares purchasable hereunder
        shall be increased in proportion to such increase in outstanding shares.
        


     


      6.1.2 Aggregation
        of Shares. If after the date hereof, and subject to the provisions of Section
        6.3, the number of outstanding Shares is decreased by a consolidation,
        combination or reclassification of Shares or other similar event, then, on
        the
        effective date thereof, the number of Shares purchasable hereunder shall
        be
        decreased in proportion to such decrease in outstanding shares.



     


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


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


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


     


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


     


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


     


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


     


      8. Certain
        Notice Requirements. 


     


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


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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


     


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


     


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


     

     

    With
      a
      copy to: 

     

    


     


      9. Miscellaneous.
        


     


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


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


      9.2 Headings.
        The headings contained herein are for the sole purpose of convenience of
        reference, and shall not in any way limit or affect the meaning or
        interpretation of any of the terms or provisions of this Purchase
        Option.


     


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


     


      9.4 Binding
        Effect. This Purchase Option shall inure solely to the benefit of and shall
        be
        binding upon, the Holder and the Company and their permitted assignees,
        respective successors, legal representative and assigns, and no other person
        shall have or be construed to have any legal or equitable right, remedy or
        claim
        under or in respect of or by virtue of this Purchase Option or any provisions
        herein contained.


     


      9.5 Governing
        Law; Submission to Jurisdiction. This Purchase Option shall be governed by
        and
        construed and enforced in accordance with the laws of the State of Nevada,
        without giving effect to conflict of laws. The Company hereby agrees that
        any
        action, proceeding or claim against it arising out of, or relating in any
        way to
        this Purchase Option shall be brought and enforced in the courts of the State
        of
        New York or of the United States District Court for the Southern District
        of New
        York, and irrevocably submits to such jurisdiction, which jurisdiction shall
        be
        exclusive. The Company hereby waives any objection to such exclusive
        jurisdiction and that such courts represent an inconvenient forum. Any process
        or summons to be served upon the Company may be served by transmitting a
        copy
        thereof by registered or certified mail, return receipt requested, postage
        prepaid, addressed to it at the address set forth in Section 8 hereof. Such
        mailing shall be deemed personal service and shall be legal and binding upon
        the
        Company in any action, proceeding or claim. The Company and the Holder agree
        that the prevailing party(ies) in any such action shall be entitled to recover
        from the other party(ies) all of its reasonable attorneys’ fees and expenses
        relating to such action or proceeding and/or incurred in connection with
        the
        preparation therefor.


     


       9.6 Waiver,
        etc. The failure of the Company or the Holder to at any time enforce any
        of the
        provisions of this Purchase Option shall not be deemed or construed to be
        a
        waiver of any such provision, nor to in any way affect the validity of this
        Purchase Option or any provision hereof or the right of the Company or any
        Holder to thereafter enforce each and every provision of this Purchase Option.
        No waiver of any breach, non-compliance or non-fulfillment of any of the
        provisions of this Purchase Option shall be effective unless set forth in
        a
        written instrument executed by the party or parties against whom or which
        enforcement of such waiver is sought; and no waiver of any such breach,
        non-compliance or non-fulfillment shall be construed or deemed to be a waiver
        of
        any other or subsequent breach, non-compliance or
        non-fulfillment.


     


      9.7 Execution
        in Counterparts. This Purchase Option may be executed in one or more
        counterparts, and by the different parties hereto in separate counterparts,
        each
        of which shall be deemed to be an original, but all of which taken together
        shall constitute one and the same agreement, and shall become effective when
        one
        or more counterparts has been signed by each of the parties hereto and delivered
        to each of the other parties hereto. Such counterparts may be delivered by
        facsimile transmission or other electronic transmission. 


     


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


     

    [Remainder
      of page deliberately left blank.]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    



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

     

     

     

     

     

    


     

    


     

    


     

    


     

    


     

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Form
      to
      be used to exercise Purchase Option:

     

    


     

    Date:
      ,
      200__

     

     

     

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

     


      or


    
       


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


       

       

    

     

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

    Signature
      

     

     

     

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

    Signature
      Guaranteed 

     

    


     

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

    Name:
      

     

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

    (Print
      in
      Block Letters) 

     

    Address:
      

     

    


     

    


     

     

     

    


     

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

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to assign Purchase Option:

     

    ASSIGNMENT

     

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

     

    


     

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

     

     

     

    Dated:         ,
      200_ 

     

    


     

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

    Signature
      

     

     

     

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

    Signature
      Guaranteed 

     

    


     

     

     

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

     

    
      
        
        

      

      
        13