Exhibit
      10.6

     

    SKYSTAR
      BIO-PHARMACEUTICAL COMPANY 

     

    [__________],
      2008 

     

    Rodman
      & Renshaw LLC

    1251
      Avenue of the Americas

    20th
      Floor

    New
      York,
      NY 10020

     

    Dear
      Sirs: 

     

    The
      undersigned is a holder of shares of common stock, and/or options, warrants,
      or
      other rights to acquire common stock, of Skystar Bio-Pharmaceutical Company,
      a
      Nevada corporation (the "Company"). The undersigned understands that the Company
      intends to conduct a public offering (the "Public Offering") of common stock
      of
      the Company, in an offering to be managed by Rodman & Renshaw LLC (the
      "Underwriter"), pursuant to a registration statement which has been filed with
      the Securities and Exchange Commission (the "SEC") (such registration statement,
      as may be amended, is referred to herein as the "Registration Statement").
      To
      induce the Underwriter and any other underwriters that may participate in the
      Public Offering to continue their efforts in connection with the Public
      Offering, the undersigned hereby agrees as follows: 

     

    (i) During
      the period commencing on the date hereof and ending on the date which is
      6 months from the date of closing of the Public Offering (such period
      herein referred to as the "Lock-Up Period"), the undersigned will not, directly
      or indirectly, through an "affiliate" or "associate" (as such terms are defined
      in the General Rules and Regulations under the Securities Act of 1933, as
      amended (the "Securities Act")), a family member or otherwise, offer, sell,
      pledge, hypothecate, grant an option for sale, or otherwise dispose of, or
      transfer or grant any rights with respect thereto in any manner (either
      privately or publicly pursuant to Rule 144 of the General Rules and
      Regulations under the Securities Act, or otherwise) any shares of common stock
      of the Company or any other securities of the Company, including but not limited
      to any securities convertible or exchangeable into shares of common stock of
      the
      Company or options, warrants or other rights to acquire common stock of the
      Company directly or indirectly owned or controlled by the undersigned on the
      date hereof or hereafter acquired by the undersigned pursuant to a stock split,
      stock dividend, recapitalization or similar transaction or otherwise acquired
      by
      the undersigned in a private transaction (the "Securities"), or enter into
      any
      swap or any other agreement or any transaction that transfers, in whole or
      in
      part, directly or indirectly, the economic consequence of ownership of the
      common stock or other securities, whether any such swap or transaction is to
      be
      settled by delivery of common stock or other securities, in cash or otherwise,
      during the Lock-Up Period, without the Underwriter's prior written consent;
      provided,
      however,
      that
      such Securities may be sold or otherwise transferred in a private transaction
      during the Lock-Up Period so long as the acquirer of the Securities, by written
      agreement with the Underwriter entered into at the time of acquisition and
      delivered to the Underwriter prior to the consummation of such acquisition,
      agrees to be bound by the restrictions set forth in this Agreement.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) During
      the Lock-up Period, the undersigned agrees not to make any demand for, exercise
      any right, or file (or participate in the filing of) a registration statement
      with respect to the registration of any Securities (excluding any registration
      rights of the undersigned pursuant to any agreements entered into with the
      Company prior to the commencement of the Public Offering) without the consent
      of
      the Underwriter. 

     

    (iii) The
      undersigned agrees to enter into any agreement required by any state securities
      authority or any regulatory or other authority (including the American Stock
      Exchange) as a condition to registration of the offering in such state, if
      requested by the Underwriter. 

     

    This
      Agreement shall terminate in the event the Public Offering does not close on
      or
      before _____, 2008. 

     

    The
      undersigned hereby agrees to the placement of a legend on the certificates
      representing the Securities to indicate the restrictions on resale of the
      Securities imposed by this agreement and/or the entry of stop transfer orders
      with the transfer agent and the registrar of the Company's securities against
      the transfer of the Securities except in compliance with this agreement. In
      the
      case of any Securities for which the undersigned is the beneficial but not
      the
      record holder, the undersigned agrees to cause the record holder to authorize
      the Company to cause the transfer agent to decline to transfer and/or to note
      stop transfer restrictions on its books and records with respect to such
      Securities. 

     

    The
      undersigned hereby represents and warrants that (a) all of the Securities
      held by such person are listed on the attached Annex 1; (b) the undersigned
      has full power and authority to enter into this letter agreement, and
      (c) the undersigned will execute any additional documents necessary or
      desirable in connection with the enforcement of this letter agreement. All
      authority herein conferred or agreed to be conferred shall survive the death
      or
      incapacity of the undersigned and any obligations of the undersigned shall
      be
      binding upon the heirs, personal representatives, successors, and assigns of
      the
      undersigned. 

     

    If
      this
      agreement is acceptable to the Underwriter, please sign the form of acceptance
      below and deliver one of the counterparts hereof to me. This will become a
      binding agreement between us upon execution by each of the parties hereto.
      

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               
                 

            	 	 	
              Very
                truly yours,

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              (Signature)

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              (Print
                Name)

            
	 	 	 	 
	
              AGREED
                to and ACCEPTED this     day
                of         2008

            	 	 
	 	 	 
	
              Rodman
                & Renshaw LLC

            	 	 
	 	 	 
	
              By
                

            	 	 	 
	 	
              Authorized
                Signature

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      1

    List
      of Securities Held