THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE
SECURITIES
      LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      1933 ACT.

    


    IN
      ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 21, 2008 (THE
      “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS
      PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN
      THE
      PARTIES WITH RESPECT TO THIS WARRANT.

    


    
      
        

      



    China
      Kangtai Cactus Corporation

    


    COMMON
      STOCK PURCHASE WARRANT “B”

    


    
      	
              Number
                of Shares:

            	
              600,000

            	
              Holder:
                T Squared Investments LLC

            
	 	 	
              c/o
                T Squared Capital LLC

            
	
              Original
                Issue Date:

            	
              July
                16, 2008

            	
              Attn:
                Thomas M. Sauve

            
	 	 	
              Title:
                Managing Member

            
	
              Expiration
                Date:

            	
              July
                15, 2011

            	
              1325
                Sixth Avenue, Floor 28

            
	 	 	
              New
                York, NY 10019

            
	
              Exercise
                Price per Share:

            	
              $1.25

            	
              Tel:
                212-763-8615

            
	 	 	Fax:
              212-671-1403


    

    


    China
      Kangtai Cactus Bio-Tech, Inc., a company organized and existing under the laws
      of the State of Nevada (the “Company”),
      hereby certifies that, for value received, T
      Squared Investments LLC,
      or its
      registered assigns (the “Warrant
      Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to Six Hundred Thousand (600,000) shares (as adjusted from time to time as
      provided in Section 7, the “Warrant
      Shares”)
      of
      common stock, $.001 par value (the “Common
      Stock”),
      of
      the Company at a price $1.25 per Warrant Share (as adjusted from time to time
      as
      provided in Section 7, the “Exercise
      Price”),
      at
      any time and from time to time from and after the date thereof and through
      and
      including 5:00 p.m. New York City time on July 16, 2011 (or eighteen months
      of effectiveness of a Registration Statement subsequent to the issuance hereof
      (such eighteen months to be extended by one month for each month or portion
      of a
      month during which a Registration Statement’s effectiveness has lapsed or been
      suspended), whichever is longer) (the “Expiration Date”), and subject to the
      following terms and conditions:

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        1 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Registration
      of Warrant.
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “Warrant
      Register”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or any distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.

     

    2. Investment
      Representation.
      The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the “1933
      Act”)
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the 1933 Act and in accordance with federal and state securities
      laws. If this Warrant was acquired by the Warrant Holder pursuant to the
      exemption from the registration requirements of the 1933 Act afforded by
      Regulation S thereunder, the Warrant Holder acknowledges and covenants that
      this
      Warrant may not be exercised by or on behalf of a Person during the one year
      distribution compliance period (as defined in Regulation S) following the date
      hereof. “Person”
      means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.

     

    3. Validity
      of Warrant and Issue of Shares.
      The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.

     

    4. Registration
      of Transfers and Exchange of Warrants.

     

    a. Subject
      to compliance with the legend set forth on the face of this Warrant, the Company
      shall register the transfer of any portion of this Warrant in the Warrant
      Register, upon surrender of this Warrant with the Form of Assignment attached
      hereto duly completed and signed, to the Company at the office specified in
      or
      pursuant to Section 12. Upon any such registration or transfer, a new warrant
      to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        2 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 9 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.

     

    
      
        5.
          Exercise
          of Warrants.

      

    

     

    a. Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, at its address set forth in Section
      12, and upon payment and delivery of the Exercise Price per Warrant Share
      multiplied by the number of Warrant Shares that the Warrant Holder intends
      to
      purchase hereunder, in lawful money of the United States of America, in cash
      or
      by certified or official bank check or checks, to the Company, all as specified
      by the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      (as defined herein)) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a certificate for the
      Warrant Shares issuable upon such exercise, with such restrictive legend as
      required by the 1933 Act. Any person so designated by the Warrant Holder to
      receive Warrant Shares shall be deemed to have become holder of record of such
      Warrant Shares as of the Date of Exercise of this Warrant.

     

    b. A
“Date
      of Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be
      purchased.

     

    c. This
      Warrant shall be exercisable at any time and from time to time for such number
      of Warrant Shares as is indicated in the attached Form of Election To Purchase.
      If less than all of the Warrant Shares which may be purchased under this Warrant
      are exercised at any time, the Company shall issue or cause to be issued, at
      its
      expense, a New Warrant evidencing the right to purchase the remaining number
      of
      Warrant Shares for which no exercise has been evidenced by this
      Warrant.

     

    d. 
      (i) Notwithstanding
      anything contained herein to the contrary but subject to Section 6, the holder
      of this Warrant may, should a registration statement pursuant to the
      Registration Agreement not be made effective within 120 days post Closing,
      exercise this Warrant in whole or in part and, in lieu of making the cash
      payment otherwise contemplated to be made to the Company upon such exercise
      in
      payment of the Aggregate Exercise Price, elect instead to receive upon such
      exercise the “Net
      Number”
of
      shares of Common Stock determined according to the following formula (a
“Cashless
      Exercise”):

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        3 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Net
      Number = (A x (B - C))/B

     

    (ii) For
      purposes of the foregoing formula:

     

    A=
      the
      total number shares with respect to which this Warrant is then being
      exercised.

     

    B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      the
      trading day immediately preceding the date of the Exercise Notice.

     

    C=
      the
      Warrant Exercise Price then in effect at the time of such exercise.

     

    e. The
      holder of this Warrant agrees not to elect a Cashless Exercise for a period
      of
      twelve (12) months. The holder of this Warrant also agrees not to elect a
      Cashless Exercise so long as there is an effective registration statement for
      the Warrant Shares.

     

    f. Provided
      that the Warrant Shares are Registrable Securities (as defined in the
      Registration Rights Agreement) and are registered pursuant to an effective
      registration statement, at any time commencing on the date hereof if the
      Company’s volume weighted average share price over a thirty (30) day period (“30
      Day VWAP”) exceeds $2.50 per share, the Warrant Holder shall be forced to
      exercise this Warrant within thirty (30) calendar days from the date the 30
      Day
      VWAP exceeds $2.50 per share (“Forced Exercise Period”). Any portion of this
      Warrant not exercise during the Forced Exercise Period shall terminate upon
      at
      the end of such period. This clause is also subject to a volume restriction
      of
      approximately 25% of the daily average volume. The Company can not force the
      investor to exercise into more than 4.9% clause below. 

     

    6. Maximum
      Exercise.
      The
      Warrant Holder shall not be entitled to exercise this Warrant
      on a Date of Exercise in connection with that number of shares of Common Stock
      which would be in excess of the sum of (i) the number of shares of Common Stock
      beneficially owned by the Warrant Holder and its affiliates on an exercise
      date,
      and (ii) the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant with respect to which the determination of this limitation is being
      made
      on an exercise date, which would result in beneficial ownership by the Warrant
      Holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock on such date. This Section 6 may be waived or amended only with the
      consent of the Holder and the consent of holders of a majority of the shares
      of
      outstanding Common Stock of the Company who are not Affiliates. For the purposes
      of the immediately preceding sentence, the term “Affiliate” shall mean any
      person: (a) that directly, or indirectly through one or more intermediaries,
      controls, or is controlled by, or is under common control with, the Company;
      or
      (b) who beneficially owns (i) any shares of the Company’s Series A Convertible
      Preferred Stock, (ii) the Company’s Common Stock Purchase Warrant “A” dated July
      __, 2008, or (iii) this Warrant. For the purposes of the immediately preceding
      sentence, beneficial ownership shall be determined in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
      thereunder.

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        4 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7. Adjustment
      of Exercise Price and Number of Shares.
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefore, are subject to
      adjustment upon the occurrence of the following events, and all such adjustments
      shall be cumulative:

     

    a. Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.
      The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization or other similar event affecting
      the number of outstanding shares of stock or securities.

     

    b. Adjustment
      for Reorganization, Consolidation, Merger, Etc.
      In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a "Reorganization"),
      then,
      in each case, the holder of this Warrant, on exercise hereof at any time after
      the consummation or effective date of such Reorganization (the "Effective
      Date"),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).

     

    c. Certificate
      as to Adjustments.
      In case
      of any adjustment or readjustment in the price or kind of securities issuable
      on
      the exercise of this Warrant, the Company will promptly give written notice
      thereof to the holder of this Warrant in the form of a certificate, certified
      and confirmed by the Board of Directors of the Company, setting forth such
      adjustment or readjustment and showing in reasonable detail the facts upon
      which
      such adjustment or readjustment is based.

     

    d. The
      Company fails to meet certain earnings per share
      projections.
      In the
      event the Company earns between $0.0670 and $0.0335 (50% Decline) per share
      (where such earnings in this paragraph shall always be defined as earnings
      on a
      pre tax fully diluted basis (including dilution from any options, warrants
      and
      convertible securities) as reported for the audited sixth months ended June
      30,
      2008 from continuing operations before any non-cash items the then current
      Exercise Price to the Investor at the time the audited numbers are reported
      to
      the SEC shall be decrease proportionately by 0% if the pre tax earnings (for
      first six months ended June 30, 2008) are $0.0670 per share or greater and
      by
      50% if the pre tax earnings (for first six months ended June 30, 2008) are
      $0.0335 per share (50% decrease). For example if the earnings are $0.0536 per
      share or less (20% Decline) then the then current Exercise Price to the investor
      shall be reduced by 20%. Such adjustment shall be made automatically within
      five
      business days of the audited numbers being reported to the SEC. 

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        5 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    e. In
      the
      event the Company earns between $0.1559 and $0.0780 (50% Decline) per share
      (where such earnings in this paragraph shall always be defined as earnings
      on a
      pre tax fully diluted basis (including dilution from any options, warrants
      and
      convertible securities) as reported for the audited fiscal year ending 2008
      from
      continuing operations before any non-cash items the then current Exercise Price
      to the Investor at the time the audited numbers are reported to the SEC shall
      be
      decrease proportionately by 0% if the pre tax earnings are $0.1559 per share
      or
      greater and by 50% if the pre tax earnings are $0.0780 per share (50% decrease).
      For example if the earnings are $ 0.1247 per share or less (20% Decline) then
      the then current Exercise Price to the investor shall be reduced by 20%. Such
      adjustment shall be made automatically within five business days of the audited
      numbers being reported to the SEC.

     

    f. The
      Company sells, grants or issues any shares, options, warrants, or any instrument
      convertible into shares or equity in any form below the exercise price per
      share
      of the warrant.
      In the
      event the Company sells, grants or issues any shares, options, warrants, or
      any
      instrument convertible into shares or equity in any form below the current
      exercise price per share of the warrant, then the current exercise price per
      share for the warrant shall be adjusted to a price determined by multiplying
      such exercise price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock Outstanding (defined below) immediately prior to such
      issuance plus the number of shares of Common Stock that the aggregate
      consideration received by the Company for such issuance would purchase at such
      exercise price; and the denominator of which shall be the number of shares
      of
      Common Stock Outstanding (as defined below) immediately prior to such issuance
      plus the number of shares issued at such issuance. For purposes of this
Section
      7(f),
      the
      term “Common Stock Outstanding” shall mean and include the following: (1)
      outstanding Common Stock, (2) Common Stock issuable upon conversion of
      outstanding Preferred Stock, (3) Common Stock issuable upon exercise of
      outstanding warrants. Shares described in (1) through (4) above shall be
      included whether vested or unvested, whether contingent or non-contingent and
      whether exercisable or not yet exercisable.

     

    8. Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.

     

    9. Sale
      or Merger of the Company.
      Upon
      a
      Change in Control, the restriction contained in Section 6 shall immediately
      be
      released and the Warrant Holder will have the right to exercise this Warrant
      concurrently with such Change in Control event. For purposes of this Warrant,
      the term “Change in Control” shall mean a consolidation or merger of the Company
      with or into another company or entity in which the Company is not the surviving
      entity or the sale of all or substantially all of the assets of the Company
      to
      another company or entity not controlled by the then existing stockholders
      of
      the Company in a transaction or series of transactions.

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        6 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10. Notice
      of Intent to Sell or Merge the Company.
      The
      Company will give Warrant Holder ten (10) business days notice before the event
      of a sale of all or substantially all of the assets of the Company or the merger
      or consolidation of the Company in a transaction in which the Company is not
      the
      surviving entity.

     

    11. Issuance
      of Substitute Warrant.
      In the
      event of a merger, consolidation, recapitalization or reorganization of the
      Company or a reclassification of Company shares of stock, which results in
      an
      adjustment to the number of shares subject to this Warrant and/or the Exercise
      Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
      Warrant reflecting the adjusted number of shares and/or Exercise Price upon
      the
      surrender of this Warrant to the Company.

     

    12. Notice.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given (i) on the date they are delivered if delivered in
      person; (ii) on the date initially received if delivered by facsimile
      transmission followed by registered or certified mail confirmation; (iii) on
      the
      date delivered by an overnight courier service; or (iv) on the third business
      day after it is mailed by registered or certified mail, return receipt requested
      with postage and other fees prepaid as follows:

     

    If
      to
      the Company:

     

    China
      Kangtai Cactus Bio-Tech, Inc.

    99
      Taibei
      Road

    Limin
      Economic and Technological Development Zone

    Harbin,
      China 150025

    Attn:
      Jinjiang Wang

    


    If
      to
      the Warrant Holder:

    


    T
      Squared
      Investments LLC

    c/o
      T
      Squared Capital LLC

    1325
      Sixth Avenue, Floor 28

    New
      York,
      New York 10019

    Attn:
      Thomas M. Sauve

    


    
      
        13.
          Miscellaneous.

      

    

     

    a. This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only by a writing signed by the Company and the Warrant Holder.

     

    b. Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.

    

      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        7OF
        9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    c. This
      Warrant shall be governed by, construed and enforced in accordance with the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof.

     

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

     

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

     

    f. The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.

     

    [SIGNATURES
      ON FOLLOWING PAGE]

     

    
 

    WARRANT
      “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

    AND
      T SQUARED INVESTMENTS LLC

    PAGE
      8 OF 9

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

     

    CHINA
      KANGTAI CACTUS BIO-TECH, INC., a Nevada corporation

    
 

    
      	
              By:

            	
              /s/
                Jinjiang Wang

            
	
              Jinjiang
                Wang, President and Chief Executive
                Officer

            


    

     

    
      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC

      PAGE
        9 OF 9

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)

    


    To:
      China
      Kangtai Cactus Bio-Tech, Inc.:

    


    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $.001 par value, of China Kangtai Cactus
      Bio-Tech, Inc., Inc and encloses the warrant and $____ for each Warrant Share
      being purchased or an aggregate of $________________ in cash or certified or
      official bank check or checks, which sum represents the aggregate Exercise
      Price
      (as defined in the Warrant) together with any applicable taxes payable by the
      undersigned pursuant to the Warrant.

    


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:

    

      
        	 

	 
	  

	 
	 

	
                (Please
                  print name and address)

              
	 
	 

	
                (Please
                  insert Social Security or Tax Identification
                  Number)

              


      

    

    


    If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

     

    
      
        	 

	 
	 

	 
	  

	
                (Please
                  print name and address)

              


      

      


      
        	
                Dated:
                  

              	 
	
              
	 	 
	 	 
	
                Name
                  of Warrant Holder:

              
	 	 
	
                (Print)
                  

              	 
	 	 
	
                (By:)
                  

              	 
	 	 
	
                (Name:)
                  

              	 

	 	 
	
                (Title:)
                  

              	 



      

    

     

    Signature
      must conform in all respects to name of Warrant Holder as specified on the
      face
      of the Warrant

     

    
      WARRANT
        “B” AGREEMENT BETWEEN CHINA KANGTAI CACTUS BIO-TECH, INC.

      AND
        T SQUARED INVESTMENTS LLC