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                                                                     EXHIBIT 4.1


                                     FORM OF
                             SUBSCRIPTION AGREEMENT,
                                    AS AMENDED


The undersigned subscriber or subscribers (the "INVESTOR" and, after purchase of
Shares and Warrants as herein defined, the Investor is referred to as a
"STOCKHOLDER"), intending to be legally bound, hereby irrevocably subscribes (or
subscribe) for and agrees to purchase the number of Investment Units (defined
below) for the aggregate purchase price set forth in Section 22 of this
Subscription Agreement. The Investor agrees to purchase the number of Investment
Units (defined below) as provided herein, and to become a Stockholder of BEIJING
MED-PHARM CORPORATION, a Delaware corporation (the "COMPANY"), on the terms and
conditions described herein and in the Company's Confidential Private Placement
Memorandum dated September 7, 2005, as amended and supplemented by the First
Supplement to Confidential Memorandum dated September 30, 2005, and all
exhibits, amendments and supplements thereto (including any further supplements
and amendments thereto) (collectively, the "MEMORANDUM"). A copy of the
Memorandum, as amended or supplemented through the date hereof, has been
received, carefully read and understood by the Investor. All capitalized terms
used but not defined herein have the same meanings as contained in the
Memorandum.

1.   PURCHASE AND CLOSING.

     (a)  The Company has authorized the sale and issuance of up to:

                    (i)  6,666,667 shares (the "SHARES") of common stock of the
                         Company, $.001 par value per share (the "COMMON
                         STOCK"),

                    (ii) warrants (the "SERIES A WARRANTS") to purchase up to
                         833,200 shares of Common Stock at an exercise price of
                         $1.875 per share (the "SERIES A WARRANT SHARES"), and

                    (iii) warrants (the "SERIES B WARRANTS") to purchase up to
                         833,200 shares of Common Stock at an exercise price of
                         $2.25 per share (the "SERIES B WARRANT SHARES", and
                         together with the Series A Warrant Shares collectively
                         referred to as the "WARRANT SHARES"),

          to certain investors in a private placement as described in the
          Memorandum (the "OFFERING"). The Series A Warrants and the Series B
          Warrants are sometimes referred to herein as the "WARRANTS".

     (b)  The Common Stock, the Series A Warrants and the Series B Warrants are
          being offered and sold only in investment units comprised of 33,333
          Shares, 4,166 Series A Warrants and 4,166 Series B Warrants (an
          "INVESTMENT UNIT") at a purchase price of $50,000 per Investment Unit.
          The minimum subscription amount is One (1) Investment Unit for a
          minimum aggregate subscription price of $50,000.00. The minimum
          subscription amount may be waived in the discretion of the Company and
          the Placement Agent with respect to any particular Investor.

     (c)  The Company may enter into the same form of Subscription Agreement
          with other investors (the "OTHER INVESTORS") and expects to complete
          sales of Shares and Warrants to such Other Investors. (The Investor
          and the Other Investors are hereinafter sometimes collectively
          referred to as the "INVESTORS," and the Subscription Agreement
          executed by the Other Investors are hereinafter sometimes collectively
          referred to as the "AGREEMENTS.")

     (d)  The Company may accept subscriptions from Investors in one or more
          closings at any time after the Company has received Agreements for the
          Minimum Offering and prior to October 7, 2005.

     (e)  The Investor agrees that the Placement Agent and its Affiliates may
          purchase and resell any number of Shares and Warrants for their own
          account on such terms as the Placement Agent shall determine. As used
          herein, the term "AFFILIATE" means, as to any named person or entity:
          (i) any such person or entity, or with respect to any natural person,
          a member of his or her immediate family (i.e. spouse, siblings,
          children, and parents); (ii) the legal representative, successor or



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          assignee of, or any general partner, or their respective officers and
          directors for the benefit of, any such person or entity (or with
          respect to any natural person, member of his or her immediate family);
          (iii) any entity of which a majority of the voting equity ownership is
          owned by any one or more of the persons or entities referred to in the
          preceding clauses (i) and (ii); (iv) any officer, director, general
          partner, employee, stockholder holding ten percent (10%) or more or
          partner of any person or entity referred to in the preceding clauses
          (i), (ii) and (iii); and (v) any person or entity directly or
          indirectly controlling, or under direct or indirect common control
          with, any person or entity referred to in any of the preceding
          clauses.

     (f)  The Company's obligation to issue and deliver the Shares and Warrant
          to the Investor shall be subject to the following conditions, any one
          or more of which may be waived by the Company: (i) receipt by the
          Company of a wire transfer of funds in the full amount of the purchase
          price for the Shares and Warrant being purchased hereunder, (ii)
          completion of the purchases and sales under the Agreements with the
          Other Investors, and (iii) the accuracy of the representations and
          warranties made by the Investors and the fulfillment of those
          undertakings of the Investors to be fulfilled prior to the Closing.

     (g)  The Investor shall deliver to the Company the consideration required
          to purchase the number of Investment Units subscribed for in this
          Subscription Agreement (the "PURCHASE PRICE") by delivery of
          immediately available funds in the amount of the aggregate purchase
          price set forth in Paragraph 22 of the Subscription Agreement, by wire
          transfer per the following: JPMorgan Chase Bank, ABA #021-000-021,
          Acct Name: Incoming Wire DDA, Acct #507198883, Ref:
          Beijing/Philadelphia Subscription Escrow #10222919.1, Attn: Rory
          Nowakowski.

     (h)  The Investor also shall deliver to the Company the following
          subscription documents completed and signed:

          (i)  one (1) copy of this Subscription Agreement;

          (ii) if the Investor is relying on the advice of a Purchaser
               Representative, a Purchaser Representative Letter and
               Questionnaire (in the form to be furnished by the Company upon
               request by the Investor); and

          (iii) any other documentation reasonably requested by the Company or
               the Placement Agent.

2.   RECEIPT AND REVIEW OF MEMORANDUM. The Investor acknowledges that he or she
     has been furnished and has carefully read and understands the Memorandum.
     The Investor further acknowledges that he or she is aware that:

     (a)  there are substantial risks incident to investing in the Shares and
          Warrants including, but not limited to, those risks summarized under
          the caption "RISK FACTORS" in the Memorandum;

     (b)  no federal or state agency has passed upon the Shares and Warrants or
          made any finding or determination concerning the merits or fairness of
          investing in the Shares and Warrants; and

     (c)  the offering and sale of the Shares and Warrants is intended to be
          exempt from registration under (i) Sections 4(2) of the Securities Act
          of 1933, as amended (the "SECURITIES ACT"), and Rule 506 of Regulation
          D of the Securities Act and (ii) the securities laws of certain
          states.

3.   INDEPENDENT ADVICE. The Investor acknowledges that he or she has reviewed
     the risks and merits of an investment in the Shares and Warrants with tax,
     legal and investment counsel and with a Purchaser Representative to the
     extent deemed advisable by the Investor.

4.   REPRESENTATIONS OF THE INVESTOR. The Investor acknowledges, represents and
     warrants to the Company as follows:

     (a)  THE INVESTOR UNDERSTANDS THAT THE REPRESENTATIONS, WARRANTIES,
          COVENANTS AND AGREEMENTS CONTAINED IN THIS SUBSCRIPTION AGREEMENT ARE
          MADE AS AN INDUCEMENT TO THE COMPANY TO ACCEPT THE INVESTOR AS A
          STOCKHOLDER AND TO SELL TO THE INVESTOR THE INVESTMENT UNITS, AND WILL
          BE RELIED UPON BY THE COMPANY, THE PLACEMENT AGENT AND
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          THEIR RESPECTIVE AFFILIATES AS THE BASIS FOR CLAIMING EXEMPTIONS FROM
          THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS FOR
          THE SALE OF INVESTMENT UNITS.

     (b)  If the Investor is an individual, he or she: (i) is at least
          twenty-one (21) years of age, and (ii) is a bona fide resident and
          domiciliary (not a temporary or transient resident) of the state set
          forth as his other legal residence below his or her signature on the
          signature page hereof and has no present intention of becoming a
          resident of any other state or jurisdiction.

     (c)  If the Investor is an entity, the Investor's principal place of
          business, which constitutes the jurisdiction in which the Investor
          made its investment decision to purchase the securities being
          subscribed for hereunder, below the Investor's signature line on the
          signature page hereof

     (d)  The Investor is not in the class of persons to which sales of the
          Shares and Warrants would be prohibited under Rule 2110 of the NASD
          Conduct Rules and the corresponding interpretative material,
          IM-2110-1.

     (e)  Any information that the Investor has furnished to the Company or the
          Placement Agent with respect to his or her financial position and
          business experience, and in any financial statements provided by the
          Investor to the Company or the Placement Agent, is correct and
          complete as of the date of this Subscription Agreement, and, further,
          the Investor will immediately furnish revised or corrected information
          to the Company or the Placement Agent should there be any material
          change in such information prior to the Investor's acquisition of
          Shares and Warrants.

     (f)  The Investor understands that no federal or state agency has passed
          upon the accuracy of the Memorandum nor made any finding or
          determination as to the merits or fairness of this investment.

     (g)  The Investor will acquire and hold the Shares and Warrants solely for
          his or her own account, as principal, for investment purposes only,
          with no present intention, agreement or arrangement to divide his or
          her participation with others or to resell, assign, transfer or
          otherwise dispose of all or any part of the Shares and Warrants
          subscribed for, and, further, that no other person or entity has any
          interest in the right to receive income in respect of the Investor's
          interest in the Company.

     (h)  In making his or her decision to purchase the Shares and Warrants
          herein subscribed for, the Investor has relied solely upon the
          information contained in the Memorandum, documents requested from the
          Company and the Investor's own independent investigations, and has not
          relied upon any advertisement, article, notice, television/radio
          broadcast or other similar published communication or any seminar or
          meeting whose attendees are invited through any of the
          above-referenced published communications. Prior to the Investor's
          initial communication with the Company in regards to the purchase of
          Investment Units the Investor did not learn of the opportunity to
          acquire Investment Units as a result of any article published or
          notification broadcast by any news media.

     (i)  The Investor has been furnished with, and has reviewed, a copy of the
          Memorandum and any documents requested from the Company and has
          evaluated and considered the risks of a purchase of Investment Units
          (as set forth in the Memorandum under "RISK FACTORS," and other
          sections) and is aware that there are substantial risks associated
          with an investment in the Investment Units.

     (j)  The Investor has been given the opportunity:

          (i)  to ask questions of the Company or the Placement Agent concerning
               the terms and conditions of the Offering and other matters
               pertaining to this investment and all such questions have been
               answered to the satisfaction of the Investor; and

          (ii) to obtain such additional information necessary to verify the
               accuracy of the information contained in the Memorandum or other
               provided materials, except such information that the Investor has
               requested in writing and that the Company or the Placement Agent
               has indicated it either does not possess and cannot acquire
               without unreasonable effort or expense or which is proprietary
               and confidential.
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     (k)  The Investor has not been furnished with any offering literature
          except the Memorandum or any requested information, and the Investor
          has not received any oral representations, warranties or other
          information from the Company, the Placement Agent or any of the
          Placement Agent's Affiliates in connection with the Offering.

     (l)  The Investor fully understands and agrees that any certificate
          evidencing the Investment Units will bear the following legend:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
               RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED,
               TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
               EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (II)
               PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
               THE ACT."

     (m)  The Investor has no knowledge of any pending or threatened litigation
          the possible outcome of which may adversely affect the Investor's
          responses and other representations contained in this Subscription
          Agreement or the Investor's ability to perform his or her obligations
          in connection with his or her purchase of the Investment Units.

     (n)  If the Investor's Investment Units are held jointly either by a
          husband and wife or otherwise, or by more than one person as tenants
          in common, then each and every representation, warranty, covenant and
          agreement made in this Section 4 is made on behalf of each co-owner
          individually and is binding upon each such person and his heirs,
          executors, administrators, successors and assigns.

     (o)  The Investor acknowledges, represents and agrees that no action has
          been or will be taken in any jurisdiction outside the United States by
          the Company that would permit an offering of the Shares, Warrant or
          Warrant Shares or possession or distribution of offering materials in
          connection with the issue of the Shares, Warrant or Warrant Shares in
          any jurisdiction outside the United States where legal action by the
          Company for that purpose is required. Each Investor outside the United
          States will comply with all applicable laws and regulations in each
          foreign jurisdiction in which it purchases, offers, sells or delivers
          Shares, the Warrant or Warrant Shares or has in its possession or
          distributes any offering material, in all cases at its own expense.

     (p)  The Investor hereby covenants with the Company that the Investor shall
          not make any sale of the Shares, Warrant or Warrant Shares without
          complying with the provisions of this Agreement and without causing
          the prospectus delivery requirement under the Securities Act to be
          satisfied (whether by delivery of the Prospectus or pursuant to and in
          compliance with an exemption from such requirement), and the Investor
          acknowledges that the certificates evidencing the Shares and Warrant
          Shares will be imprinted with a legend that prohibits their transfer
          except in accordance therewith.

     (q)  If requested by the Company, the Investor will provide for
          presentation in the Registration Statement, the names of the persons
          with investment and voting authority over the Shares or Warrant Shares
          acquired hereunder and register thereon and such other information as
          is required by the SEC or reasonably requested by the Company in
          connection with the Registration Statement.

     (r)  The Investor further represents and warrants to, and covenants with,
          the Company that:

               (i)  the Investor has full right, power, authority and capacity
                    to enter into this Agreement and to consummate the
                    transactions contemplated hereby and has taken all necessary
                    action to authorize the execution, delivery and performance
                    of this Agreement; and

               (ii) this Agreement constitutes a valid and binding obligation of
                    the Investor enforceable against the Investor in accordance
                    with its terms, except as enforceability may be limited by
                    applicable bankruptcy, insolvency,
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                    reorganization, moratorium or similar laws affecting
                    creditors' and contracting parties' rights generally and
                    except as enforceability may be subject to general
                    principles of equity (regardless of whether such
                    enforceability is considered in a proceeding in equity or at
                    law) and except as the indemnification agreements of the
                    Investors herein may be legally unenforceable.

     (s)  Neither the Investor nor any person acting on the Investor's behalf or
          at its direction has engaged in any purchase or sale of Shares
          (including without limitation any short sale, pledge, transfer,
          establish an open "put equivalent position" within the meaning of Rule
          16a-1(h) under the Securities Exchange Act of 1934, as amended (the
          "EXCHANGE ACT")), during the ten (10) trading days immediately
          preceding the date of this Agreement. Subscriber agrees with the
          Company that the Company will be irreparably harmed if the Investor
          engages in short sales and similar hedging transactions. Therefore,
          Investor agrees that it will not directly or indirectly make or
          participate in any sale of the Shares, including "short sales" as
          defined in Rule 200 under Regulation SHO, whether or not exempt, until
          the earlier of (i) the effective date of the Registration Statement
          (defined below) or (ii) the 120th day after the Closing Date.
          Subscriber will not use any of the restricted Shares or the Warrant
          acquired pursuant to this Agreement, or the Warrant Shares acquired
          pursuant to the Warrant, to cover any short position in the Shares if
          doing so would be in violation of applicable securities laws and
          otherwise will comply with federal securities laws in the holding and
          sale of the Shares.

     (t)  The Investor understands that nothing in the Memorandum, the Company's
          filings with the SEC, this Agreement or any other materials presented
          to the Investor in connection with the purchase and sale of the Shares
          and the Warrants constitutes legal, tax or investment advice. The
          Investor has consulted such legal, tax and investment advisors as it,
          in its sole discretion, has deemed necessary or appropriate in
          connection with its purchase of Shares and the Warrants.

5.   REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

     (a)  The Company shall:

               (i)  subject to receipt in a timely manner of necessary
                    information from the Investors (after prompt request from
                    the Company to the Investors to provide such information),
                    including the information required to be provided pursuant
                    to Section 4(p) of this Agreement, prepare and file with the
                    SEC, within 60 days after the Closing Date, a registration
                    statement on Form S-1 (the "REGISTRATION STATEMENT") to
                    enable the resale of the Shares and the Warrant Shares by
                    the Investors from time to time in accordance with the plan
                    of distribution to be described therein;

               (ii) subject to receipt of necessary information from the
                    Investors (after prompt request from the Company to the
                    Investors to provide such information), use its reasonable
                    commercial efforts to cause the Registration Statement to
                    become effective within one hundred eighty (180) days
                    following the Closing Date;

               (iii) use its reasonable commercial efforts to prepare and file
                    with the SEC such amendments and supplements to the
                    Registration Statement and the Prospectus used in connection
                    therewith as may be necessary to keep the Registration
                    Statement current, effective and free from any material
                    misstatement or omission to state a material fact for a
                    period (the "REGISTRATION PERIOD") not exceeding, with
                    respect to each Investor's Shares purchased hereunder and
                    the Warrant Shares purchased under the Warrants, the earlier
                    of: (i) the date on which all Shares and Warrant Shares then
                    held by the Investor may be immediately sold to the public
                    under Rule 144(k) of the Securities Act; or (ii) such time
                    as all Shares purchased by such Investor in this Offering
                    and Warrant Shares issuable pursuant to the Warrants have
                    been sold pursuant to a registration statement;

               (iv) furnish to the Investor with respect to the Shares and the
                    Warrant Shares registered under the Registration Statement
                    such number of copies of the Registration Statement and
                    Prospectuses in conformity with the requirements of the
                    Securities Act
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                    (which may be provided electronically) as the Investor may
                    reasonably request in order to facilitate the public sale or
                    other disposition of all or any of the Shares or Warrant
                    Shares by the Investor; provided, however; that the
                    obligation of the Company to deliver copies of Prospectuses
                    to the Investor shall be subject to the receipt by the
                    Company of reasonable assurances from the Investor that the
                    Investor will comply with the applicable provisions of the
                    Securities Act and of such other securities or blue sky laws
                    as may be applicable in connection with any use of such
                    Prospectuses;

               (v)  bear all expenses in connection with the procedures in
                    paragraph (i) through (iv) of this Section 5 (other than
                    underwriting discounts or commissions, brokers' fees and
                    similar selling expenses, and any other fees or expenses
                    incurred by the Investor, including attorney fees of the
                    Investor) and the registration of the Shares and Warrant
                    Shares pursuant to the Registration Statement; and

               (vi) advise the Investor, promptly (which advice may be provided
                    electronically) after it shall receive notice or obtain
                    knowledge of the issuance of any stop order by the SEC
                    delaying or suspending the effectiveness of the Registration
                    Statement or of the initiation or threat of any proceeding
                    for that purpose, and it will promptly use its reasonable
                    commercial efforts to prevent the issuance of any stop order
                    or to obtain its withdrawal as soon as practicable if such
                    stop order should be issued.

     (b)  The Company understands that the Investor disclaims being an
          underwriter, but if the SEC deems the Investor to be an underwriter
          the Company shall not be relieved of any obligations it has hereunder;
          provided, however, that if the Company receives notification from the
          SEC that the Investor is deemed an underwriter, then the period by
          which the Company is obligated to submit an acceleration request to
          the SEC shall be extended to the earlier of (i) the 90th day after
          such SEC notification, or (ii) 120 days after the initial filing of
          the Registration Statement with the SEC. If required by the rules and
          regulations promulgated by the SEC, the Company may disclose the names
          of those Investors that may be deemed underwriters in the Registration
          Statement.

6.   TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.

     (a)  The Investor agrees that it will not effect any disposition of the
          Shares or its right to purchase the Shares or the Warrant Shares that
          would constitute a sale within the meaning of the Securities Act
          except as contemplated in the Registration Statement or as otherwise
          permitted by law, and in all cases in accordance with the procedures
          reasonably requested by the Company to ensure compliance with the
          securities laws, and that it will promptly notify the Company of any
          changes in the information set forth in the Registration Statement
          regarding the Investor.

     (b)  Except in the event that paragraph (c) below applies, the Company
          shall: (i) if deemed necessary by the Company, prepare and file from
          time to time with the SEC a post-effective amendment to the
          Registration Statement or a supplement to the related Prospectus or a
          supplement or amendment to any document incorporated therein by
          reference or file any other required document so that such
          Registration Statement will not contain an untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements therein not misleading,
          and so that, as thereafter delivered to purchasers of the Shares and
          Warrant Shares being sold thereunder, such Prospectus will not contain
          an untrue statement of a material fact or omit to state a material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading, (ii) provide the Investor copies (which may be provided
          electronically) of any documents filed pursuant to Section 6(b)(i) as
          the Investor may reasonably request, and (iii) inform the Investor
          that the Company has complied with its obligations in Section 6(b)(i)
          (or that, if the Company has filed a post-effective amendment to the
          Registration Statement that has not yet been declared effective, the
          Company will notify the Investor to that effect, will use its
          reasonable commercial efforts to secure the effectiveness of such
          post-effective amendment as promptly as possible and will promptly
          notify the Investor when the amendment has become effective).
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     (c)  Subject to paragraph (d) below, in the event (i) of any request by the
          SEC or any other federal or state governmental authority during the
          period of effectiveness of the Registration Statement for amendments
          or supplements to a Registration Statement or related Prospectus or
          for additional information, (ii) of the issuance by the SEC or any
          other federal or state governmental authority of any stop order
          suspending the effectiveness of a Registration Statement or the
          initiation of any proceedings for that purpose, (iii) of the receipt
          by the Company of any notification with respect to the suspension of
          the qualification or exemption from qualification of any of the Shares
          or the Warrant Shares for sale in any jurisdiction or the initiation
          or threatening of any proceeding for such purpose, or (iv) of any
          event or circumstance which, upon the advice of its counsel,
          necessitates the making of any changes in the Registration Statement
          or Prospectus, or any document incorporated or deemed to be
          incorporated therein by reference, so that, in the case of the
          Registration Statement, it will not contain any untrue statement of a
          material fact or any omission to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading, and that in the case of the Prospectus, it will not
          contain any untrue statement of a material fact or any omission to
          state a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading; then the Company shall deliver
          (which delivery may occur electronically) a certificate in writing to
          the Investor (the "SUSPENSION NOTICE") to the effect of the foregoing
          and, upon receipt of such Suspension Notice, the Investor will refrain
          from selling any Shares and Warrant Shares pursuant to the
          Registration Statement (a "SUSPENSION") until the Investor's receipt
          of copies (which may be provided electronically) of a supplemented or
          amended Prospectus prepared and filed by the Company, or until it is
          advised in writing by the Company that the current Prospectus may be
          used, and has received copies of any additional or supplemental
          filings that are incorporated or deemed incorporated by reference in
          any such Prospectus. In the event of any Suspension, the Company will
          use its reasonable commercial efforts to cause the use of the
          Prospectus so suspended to be resumed as soon as reasonably
          practicable within twenty (20) business days after the delivery of a
          Suspension Notice to the Investor. In addition to and without limiting
          any other remedies (including, without limitation, at law or at
          equity) available to the Investor, the Investor shall be entitled to
          specific performance in the event that the Company fails to comply
          with the provisions of this Section 6(c).

     (d)  Provided that a Suspension is not then in effect, the Investor may
          sell Shares under the Registration Statement, provided that it
          arranges for delivery of a current Prospectus to the transferee of
          such Shares and otherwise complies with applicable federal and state
          securities laws in connection with such sale.

     (e)  In the event of a sale of Shares or Warrant Shares by the Investor
          pursuant to the Registration Statement, the Investor shall deliver to
          the Company's transfer agent such documentation as reasonably required
          to effect such transfer.

7.   INDEMNIFICATION.

     (a)  For the purpose of this Section 7:

               (i)  the term "Selling Stockholder" means the Investor and any
                    affiliate of such Investor;

               (ii) the term "Registration Statement" shall include the
                    Prospectus in the form filed with the SEC pursuant to Rule
                    424(b) of the Securities Act or filed as part of the
                    Registration Statement at the time of effectiveness if no
                    Rule 424(b) filing is required, and any exhibit, supplement
                    or amendment included in or relating to such Registration
                    Statement or Prospectus; and

               (iii) the term "Untrue Statement" means any untrue statement or
                    alleged untrue statement, or any omission or alleged
                    omission to state in the Registration Statement a material
                    fact required to be stated therein or necessary to make the
                    statements therein, in the light of the circumstances under
                    which they were made, not misleading.
<PAGE>
     (b)  The Company agrees to indemnify and hold harmless each Selling
          Stockholder from and against any losses, claims, damages or
          liabilities to which such Selling Stockholder may become subject
          (under the Securities Act or otherwise) insofar as such losses,
          claims, damages or liabilities (or actions or proceedings in respect
          thereof) arise out of, or are based upon: (i) any breach of the
          representations or warranties of the Company contained herein or
          failure to comply with the covenants and agreements of the Company
          contained herein, or (ii) any Untrue Statement, and the Company will
          reimburse such Selling Stockholder for any reasonable legal or other
          out-of-pocket expenses reasonably incurred in investigating, defending
          or preparing to defend any such action, proceeding or claim, or
          preparing to defend any such action, proceeding or claim, provided,
          however, that the Company shall not be liable in any such case to the
          extent that such loss, claim, damage or liability arises out of, or is
          based upon, an Untrue Statement made in reliance upon and in
          conformity with written information furnished to the Company by or on
          behalf of such Selling Stockholder specifically for use in preparation
          of the Registration Statement, as amended or supplemented from time to
          time (including, without limitation, information set forth in this
          Subscription Agreement), or the failure of such Selling Stockholder to
          comply with its covenants and agreements contained in this Agreement.
          The Company shall reimburse each Selling Stockholder for the
          indemnifiable amounts provided for herein on demand as such expenses
          are incurred.

     (c)  The Investor agrees to indemnify and hold harmless the Company (and
          each person, if any, who controls the Company within the meaning of
          Section 15 of the Securities Act, each officer of the Company who
          signs the Registration Statement and each director of the Company)
          from and against any losses, claims, damages or liabilities to which
          the Company (or any such officer, director or controlling person) may
          become subject (under the Securities Act or otherwise), insofar as
          such losses, claims, damages or liabilities (or actions or proceedings
          in respect thereof) arise out of, or are based upon (i) any failure to
          comply with the covenants and agreements contained in this Agreement,
          or (ii) any Untrue Statement if such Untrue Statement was made in
          reliance upon and in conformity with written information furnished by
          or on behalf of the Investor specifically for use in preparation of
          the Registration Statement, as amended or supplemented from time to
          time (including, without limitation, information set forth in this
          Subscription Agreement), and the Investor will reimburse the Company
          (or such officer, director or controlling person), as the case may be,
          for any legal or other out-of-pocket expenses reasonably incurred in
          investigating, defending or preparing to defend any such action,
          proceeding or claim. The Investor shall reimburse the Company or such
          officer, director or controlling person, as the case may be, for the
          indemnifiable amounts provided for herein on demand as such expenses
          are incurred. Notwithstanding the foregoing, the Investor's aggregate
          obligation to indemnify the Company and such officers, directors and
          controlling persons shall be limited to the net amount received by the
          Investor from the sale of the Shares less the amount of any other
          claims, damages or liabilities paid by the Investor in connection with
          such Investor's sale of the Shares.

     (d)  Promptly after receipt by any indemnified person of a notice of a
          claim or the beginning of any action in respect of which indemnity is
          to be sought against an indemnifying person pursuant to this Section
          7, such indemnified person shall notify the indemnifying person in
          writing of such claim or of the commencement of such action, but the
          omission to so notify the indemnifying person will not relieve it from
          any liability which it may have to any indemnified person under this
          Section 7 (except to the extent that such omission materially and
          adversely affects the indemnifying person's ability to defend such
          action) or from any liability otherwise than under this Section 7.
          Subject to the provisions hereinafter stated, in case any such action
          shall be brought against an indemnified person, the indemnifying
          person shall be entitled to participate therein, and, to the extent
          that it shall elect by written notice delivered to the indemnified
          person promptly after receiving the aforesaid notice from such
          indemnified person, shall be entitled to assume the defense thereof,
          with counsel reasonably satisfactory to such indemnified person. After
          notice from the indemnifying person to such indemnified person of its
          election to assume the defense thereof, such indemnifying person shall
          not be liable to such indemnified person for any legal expenses
          subsequently incurred by such indemnified person in connection with
          the defense thereof, provided, however, that if there exists or shall
          exist a conflict of interest that would make it inappropriate, in the
          opinion of counsel to the
<PAGE>
          indemnified person, for the same counsel to represent both the
          indemnified person and such indemnifying person or any affiliate or
          associate thereof, the indemnified person shall be entitled to retain
          its own counsel at the expense of such indemnifying person; provided,
          however, that no indemnifying person shall be responsible for the fees
          and expenses of more than one separate counsel (together with
          appropriate local counsel) for all indemnified parties. In no event
          shall any indemnifying person be liable in respect of any amounts paid
          in settlement of any action unless the indemnifying person shall have
          approved the terms of such settlement; provided that such consent
          shall not be unreasonably withheld or delayed. No indemnifying person
          shall, without the prior written consent of the indemnified person,
          effect any settlement of any pending or threatened proceeding in
          respect of which any indemnified person is or could have been a party
          and indemnification could have been sought hereunder by such
          indemnified person, unless such settlement includes an unconditional
          release of such indemnified person from all liability on claims that
          are the subject matter of such proceeding.

     (e)  If the indemnification provided for in this Section 7 is unavailable
          to or insufficient to hold harmless an indemnified person under
          subsection (a) or (b) above in respect of any losses, claims, damages
          or liabilities (or actions or proceedings in respect thereof) referred
          to therein, then each indemnifying person shall contribute to the
          amount paid or payable by such indemnified person as a result of such
          losses, claims, damages or liabilities (or actions in respect thereof)
          in such proportion as is appropriate to reflect the relative fault of
          the Company on the one hand and the Investor, as well as any other
          Selling Stockholders under such Registration Statement on the other in
          connection with the statements or omissions or other matters which
          resulted in such losses, claims, damages or liabilities (or actions in
          respect thereof), as well as any other relevant equitable
          considerations. The relative fault shall be determined by reference
          to, among other things, in the case of an Untrue Statement, whether
          the Untrue Statement relates to information supplied by the Company on
          the one hand or an Investor or other Selling Stockholder on the other
          and the parties' relative intent, knowledge, access to information and
          opportunity to correct or prevent such Untrue Statement. The Company
          and the Investor agree that it would not be just and equitable if
          contribution pursuant to this subsection (e) were determined by pro
          rata allocation (even if the Investor and other Selling Stockholders
          were treated as one entity for such purpose) or by any other method of
          allocation that does not take into account the equitable
          considerations referred to above in this subsection (e). The amount
          paid or payable by an indemnified person as a result of the losses,
          claims, damages or liabilities (or actions in respect thereof)
          referred to above in this subsection (e) shall be deemed to include
          any legal or other expenses reasonably incurred by such indemnified
          person in connection with investigating or defending any such action
          or claim. Notwithstanding the provisions of this subsection (e), the
          Investor shall not be required to contribute any amount in excess of
          the amount by which the net amount received by the Investor from the
          sale of the Shares to which such loss relates exceeds the amount of
          any damages that such Subscriber has otherwise been required to pay by
          reason of such Untrue Statement. No person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person who
          was not guilty of such fraudulent misrepresentation. The Investor's
          obligations in this subsection to contribute shall be in proportion to
          its Investor sale of Shares and Warrant Shares to which such loss
          relates and shall not be joint with any other Selling Stockholders.

     (f)  The parties to this Agreement hereby acknowledge that they are
          sophisticated business persons who were represented by counsel during
          the negotiations regarding the provisions hereof including, without
          limitation, the provisions of this Section 7, and are fully informed
          regarding said provisions. They further acknowledge that the
          provisions of this Section 7 fairly allocate the risks in light of the
          ability of the parties to investigate the Company and its business in
          order to assure that adequate disclosure is made in the Registration
          Statement as required by the Securities Act and the Exchange Act. The
          parties are advised that federal or state public policy as interpreted
          by the courts in certain jurisdictions may be contrary to certain of
          the provisions of this Section 7, and the parties hereto hereby
          expressly waive and relinquish any right or ability to assert such
          public policy as a defense to a claim under this Section 7 and further
          agree not to attempt to assert any such defense.
<PAGE>
     8.   TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
          imposed by Section 6 upon the transferability of the Shares and
          Warrant Shares shall cease and terminate as to any particular number
          of the Shares when such Shares shall have been effectively registered
          under the Securities Act and sold or otherwise disposed of in
          accordance with the intended method of disposition set forth in the
          Registration Statement covering such Shares or at such time as an
          opinion of counsel reasonably satisfactory to the Company shall have
          been rendered to the effect that such conditions are not necessary in
          order to comply with the Securities Act.

     9.   LEGEND; RESTRICTIONS ON TRANSFER. The certificate or certificates for
          the Shares and the Warrants and any securities issued in respect of or
          exchange for the Shares or Warrants) shall be subject to a legend or
          legends restricting transfer under the Securities Act and referring to
          restrictions on transfer herein, such legend to be substantially as
          follows (and any additional legend required under the Act and
          otherwise):

                    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                    UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
                    OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED
                    UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION
                    OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
                    OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR
                    HYPOTHECATION IS IN COMPLIANCE THEREWITH.

          The Company and the Investor acknowledge and agree that the Investor
          may, as permitted by law, from time to time pledge pursuant to a bona
          fide margin agreement or grant a security interest in some or all of
          the Shares and Warrants and, if required under the terms of such
          arrangement, Subscriber may, as permitted by law, transfer pledged or
          secured Shares and Warrants to the pledgees or secured parties. So
          long as Subscriber is not an affiliate of the Company, such a pledge
          or transfer in compliance with all applicable federal and state
          securities laws would not be subject to approval or consent of the
          Company, provided that, upon the request of the Company, a legal
          opinion of legal counsel to the pledgee, secured party or pledgor
          shall be obtained. At the Investor's sole expense, so long as the
          Shares and Warrants are subject to the legend required by this Section
          9, the Company will use its reasonable commercial efforts to execute
          and deliver such reasonable documentation as a pledgee or secured
          party of Shares and Warrants may reasonably request in connection with
          a pledge or transfer of the Shares and Warrants including such
          amendments or supplements to the Registration Statement and Prospectus
          as may be reasonably required. The foregoing does not affect
          Subscriber's obligations pursuant to Section 6.

     10.  INDEMNIFICATION OF THE COMPANY AND AFFILIATES. Notwithstanding
          anything else contained herein to the contrary, the Investor hereby
          agrees to indemnify the Company, the Placement Agent and their
          respective employees, agents, Affiliates, officers, directors, general
          partners, and the employees of each of them and to hold each of them
          harmless from and against any and all liability, damage, cost or
          expense (including reasonable attorney's fees and costs of suit)
          incurred on account of or arising out of:

          (a)  any inaccuracy or omission in the Investor's declarations,
               representations and warranties as set forth herein;

          (b)  the disposition of the Investor's Shares and Warrants in a manner
               contrary to his declarations, representations and warranties as
               made herein; and

          (c)  any action, suit or proceeding based upon: (i) the claim that
               said declarations, representations, or warranties were inaccurate
               or misleading or otherwise cause for obtaining damages or redress
               from the Company, the Placement Agent or their respective
               Affiliates, officers, employees or agents; or (ii) the
               disposition of any of the Shares and Warrants or any part
               thereof.

     11.  MODIFICATION. The provisions of this Subscription Agreement shall not
          be modified, discharged or terminated, except by an instrument in
          writing signed by the party against whom any waiver, change, discharge
          or termination is sought.
<PAGE>
     12.  NOTICES. Any notice, demand or other communication that any party
          hereto may be required, or may elect, to give to anyone interested
          hereunder shall be sufficiently given if: (a) sent by telefax,
          facsimile or electronic mail if sent during normal business hours,
          and, if not on the next business day, (b) deposited, postage prepaid,
          in a United States mail letter box, registered or certified mail,
          return receipt requested, addressed to such address as may be given
          herein; or (c) delivered personally at such address.

     13.  COUNTERPARTS. This Subscription Agreement may be executed through the
          use of separate signature pages or in any number of counterparts
          (including facsimile counterparts), and each of such counterparts
          shall, for all purposes, constitute one agreement binding on all the
          parties, notwithstanding that all parties are not signatories to the
          same counterpart.

     14.  BINDING EFFECT. Except as otherwise provided herein, this Subscription
          Agreement shall be binding upon and inure to the benefit of the
          parties and their heirs, executors, administrators, successors, legal
          representatives and assigns. If the Investor is more than one person,
          the obligation of the Investor shall be joint and several, and the
          agreements, representations, warranties and acknowledgments herein
          contained shall be deemed to be made by and be binding upon each such
          person and his heirs, executors, administrators and successors.

     15.  ENTIRE AGREEMENT. This Subscription Agreement contains the entire
          agreement of the parties, and there are no representations, covenants
          or other agreements except as stated or referred to herein (or
          therein).

     16.  ASSIGNABILITY. This Subscription Agreement is not transferable or
          assignable by the Investor except as expressly provided herein.

     17.  APPLICABLE LAW. This Subscription Agreement shall be governed by and
          construed in accordance with the laws of the State of Delaware.

     18.  REPRESENTATIONS SHALL SURVIVE CLOSING. All representations and
          warranties set forth in Paragraphs 2, 3, 4, 19, and 20 and
          understandings set forth in Paragraphs 7 and 9 or in any other written
          statement or document delivered by the Investor in connection with the
          transactions contemplated hereby will be true, correct and complete in
          all respects on and as of the date of Closing as if made on and as of
          such date and shall survive the Closing and the delivery by to the
          Investor of the Shares and Warrants.

                                   ----------

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
<PAGE>
19.  INVESTOR EXPERIENCE. The Investor acknowledges, represents and warrants to
     the Company and the Placement Agent that either: (i) the Investor alone has
     such knowledge and experience in financial and business matters as to be
     capable of making an informed decision regarding an investment in the
     Investment Units; or (ii) the Investor is relying on the advice of a
     Purchaser Representative, not affiliated with the Company, the Placement
     Agent or their respective Affiliates, who has such knowledge and experience
     in financial and business matters as to be able to advise the Investor of
     the merits and risks of the investment with respect to the Investor's
     individual financial circumstances and who has submitted a signed Purchaser
     Representative Letter and Questionnaire (in a form satisfactory to the
     Placement Agent) to the Company.

          THE INVESTOR IS RELYING UPON A PURCHASER REPRESENTATIVE
          (CHECK ONE):  YES         NO
                            -------    -------

        _________________________________________________________________
                   (Name of Purchaser Representative, if any)

        _________________________________________________________________
                                  (Occupation)

        _________________________________________________________________
                          (Relationship to Subscriber)

20.  ACCREDITED INVESTOR REPRESENTATION. The Investor understands that the
     Investment Units may only be offered and sold to Investors who are
     "Accredited Investors" and that the Investor's representation to the
     Placement Agent in this regard are material inducements to the Placement
     Agent's acceptance of this Subscription. IN ACCORDANCE WITH THE FOREGOING,
     PLEASE INDICATE WHICH ONE OF THE FOLLOWING CATEGORIES YOU BELIEVE
     APPROPRIATELY DESCRIBES THE INVESTOR'S STATUS AS AN "ACCREDITED INVESTOR"
     BY INITIALING THE APPROPRIATE AFFIRMATIVE RESPONSE.

<TABLE>
<CAPTION>
         INITIAL IF
       REPRESENTATION
         IS CORRECT                    ACCREDITED INVESTOR CATEGORY
      ----------------                 ----------------------------
<S>   <C>                <C>
(A)                      The Investor is a director or executive officer of the
      ________________   Placement Agent of the Company.

                         The Investor is a corporation, partnership or business
(B)   ________________   trust with total assets in excess of $5,000,000.00.

                         The Investor is an individual whose current net worth,
(C)                      or joint net worth with that of the spouse of the
      ________________   Investor, exceeds $1,000,000.00.

                         The Investor is an individual who had individual income
                         in excess of $200,000.00 in 2003 and 2004 or joint
                         income with the Investor's spouse in excess of
                         $300,000.00 in each of those years and who reasonably
(D)   ________________   expects the same income level in 2005.

                         The Investor is a trust with total assets in excess of
                         $5,000,000.00, not formed for the specific purpose of
                         purchasing Investment Units, whose purchase is directed
(E)   ________________   by a sophisticated person.

                         The Investor is an employee benefit plan that meets the
(F)   ________________   criteria set forth in (vi) above.

                         The Investor is an entity in which all of the equity
(G)   ________________   owners are accredited investors.
</TABLE>
<PAGE>
21.  REGISTRATION OF SHARE AND SHARE OWNERSHIP (CHECK ONE):

          NOTE: Subscribers should seek the advice of their attorneys in
          deciding in which of the below forms they should take ownership of the
          Shares and Warrants, since different forms of ownership can have
          varying gift tax, estate tax, income tax and other consequences,
          depending on the state of the Investor's domicile and other particular
          personal circumstances of the Investor.

<TABLE>
<CAPTION>
 INITIAL FOR
 APPROPRIATE
REGISTRATION
INSTRUCTIONS                   FORM OF REGISTRATION AND OWNERSHIP
------------                   ----------------------------------
<S>            <C>
____________   Individual ownership (one signature is required)

               Husband and Wife or other Joint Tenants with right of
____________   survivorship (both parties must sign)

               Tenants in Common with no right of survivorship (all parties must
____________   sign)

               Partnership (include name of the Partnership, date the
               Partnership was formed, and copy of the Partnership Agreement or
____________   other authorization)

               Corporation (include name of Corporation and copy of resolution
               or other authorization with respect to the purchase of Investment
____________   Units)

               Limited Liability Company (including name of the Limited
               Liability Company, date the Limited Liability Company was formed,
               a copy of the Limited Liability Company Operating Agreement or
               other authorization with respect to the purchase of Investment
____________   Units

               Trust (include name of Trust, date Trust was formed, and copy of
____________   the Trust Agreement or other authorization)
</TABLE>

PLEASE PRINT HERE THE EXACT NAME OR NAMES (REGISTRATION) SUBSCRIBER DESIRES ON
ITS ACCOUNT: _________________________________________________________________

                                   ----------

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

22.  AMOUNT OF SUBSCRIPTION:

<TABLE>
<S>                                                    <C>
     Number of Investment Units                        _______

     Subscription price per Investment Unit        X   $50,000

     Total subscription price payable to the Company   $
                                                       =======
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned Subscriber has completed and executed this
Subscription Agreement to evidence Subscriber's subscription for Investment
Units of Common Stock and Warrants of Beijing Med-Pharm Corporation this ______
day of October, 2005.

If the Subscription Agreement is accepted by one or more individual subscribers,
use the following signature lines and format:

SUBSCRIBER:                             SUBSCRIBER:

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

NAME:                                   NAME:
      -------------------------------         ----------------------------------
ADDRESS:                                ADDRESS:
         ----------------------------            -------------------------------

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

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

SOCIAL SECURITY NO.                     SOCIAL SECURITY NO.
OR TAX ID NO.:                          OR TAX ID NO.:
               ----------------------                  -------------------------

E-MAIL ADDRESS:                         E-MAIL ADDRESS:
                ---------------------                   ------------------------

If the Subscription Agreement is executed by a corporation or other entity
please use the following signature lines and format:

ATTEST/WITNESS:                         SUBSCRIBER:

-------------------------------------   ----------------------------------------
                                        [NAME OF ENTITY]


BY:                                     BY:
    ---------------------------------       ------------------------------------
NAME:                                   NAME:
      -------------------------------         ----------------------------------
TITLE:                                  TITLE:
       ------------------------------          ---------------------------------

                                        ADDRESS OR PRINCIPAL PLACE OF BUSINESS:

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

                                        SOCIAL SECURITY NO.
                                        OR TAX ID NO.:
                                                       -------------------------
                                        E-MAIL ADDRESS:
                                                        ------------------------

THE UNDERSIGNED, AS AN AUTHORIZED OFFICER OF BEIJING MED-PHARM CORPORATION (THE
"COMPANY"), HAS ACCEPTED THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE COMPANY AS
OF THE ______ DAY OF OCTOBER, 2005.

                                        BEIJING MED-PHARM CORPORATION


                                        BY:
                                            ------------------------------------
                                        NAME:
                                              ----------------------------------
                                        TITLE:
                                               ---------------------------------
<PAGE>
                            (BEIJING MED-PHARM LOGO)

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

                                 ACKNOWLEDGEMENT

The undersigned (the "INVESTOR") has executed and delivered to the Placement
Agent the Investor's Subscription Agreement ("SUBSCRIPTION AGREEMENT") in the
form attached to the First Supplement to Confidential Private Placement
Memorandum and Subscription Documents dated September 30, 2005. The Investor
hereby acknowledges receipt of the Second Supplement to Confidential Private
Placement Memorandum dated October 7, 2005 (the "SECOND SUPPLEMENT") and hereby
consents and agrees to the extension of the Offering termination date as
described in the Second Supplement. The Investor further agrees that the
Investor's Subscription Agreement is hereby amended to the extent necessary to
reflect the amendment and supplement to the Offering pursuant to the Second
Supplement.

   If this Acknowledgement is executed by one or more individual subscribers,
   use the following signature lines and format:

   INVESTOR:                                 INVESTOR:


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


      NAME:                                     NAME:
             -----------------------                   -----------------------

      ADDRESS:                                  ADDRESS:

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

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

      DATE:                                     DATE:
             -----------------------                   -----------------------



   If this Acknowledgement is executed by a corporation or other entity please
   use the following signature lines and format:

   ATTEST/WITNESS:                           INVESTOR:


   ---------------------------------         ---------------------------------
                                                      [NAME OF ENTITY]
   BY:
             -----------------------

   NAME:                                        BY:
             -----------------------                   -----------------------

   TITLE:                                       NAME:
             -----------------------                   -----------------------

                                                TITLE:
                                                       -----------------------


                                                DATE:
                                                       -----------------------
<PAGE>
                            (BEIJING MED-PHARM LOGO)

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

                       AMENDMENT TO SUBSCRIPTION AGREEMENT

The undersigned (the "INVESTOR") has previously executed and delivered to the
Placement Agent the Investor's Subscription Agreement ("SUBSCRIPTION Agreement")
in the form attached to Beijing Med-Pharm Corporation's First Supplement to
Confidential Private Placement Memorandum and Subscription Documents dated
September 30, 2005. The Investor agrees that the Investor's Subscription
Agreement is hereby amended by deleting paragraph 5(a)(iii) of the Subscription
Agreement in its entirety and replacing it with the following:

     "(iii) use its reasonable commercial efforts to prepare and file with the
            SEC such amendments and supplements to the Registration Statement
            and the Prospectus used in connection therewith as may be necessary
            to keep the Registration Statement current, effective and free from
            any material misstatement or omission to state a material fact for a
            period (the "REGISTRATION PERIOD") not exceeding, with respect to
            each Investor's Shares purchased hereunder and the Warrant Shares
            purchased under the Warrants, the earlier of: (i) the date which is
            two years after the date on which the Company accepts the Investor's
            subscription for Investment Units pursuant to this Agreement; or
            (ii) such time as all Shares purchased by such Investor in this
            Offering and Warrant Shares issuable pursuant to the Warrants have
            been sold pursuant to a registration statement;"

Except as amended hereby, the terms and provisions of the Subscription Agreement
remain unchanged, are and shall remain in full force and effect unless and until
modified or amended in writing in accordance with their terms, and are hereby
ratified and confirmed. This Amendment shall become effective upon acceptance by
Beijing Med-Pharm Corporation (the "COMPANY"). On and after the effectiveness of
this Amendment, all references to the Subscription Agreement in any agreements,
documents and/or instruments executed and/or delivered by the Company or the
Investor in connection with the Subscription Agreement shall mean the
Subscription Agreement as amended by this Amendment.

This Amendment may be signed in any number of counterpart copies, and by the
parties to this Amendment on separate counterparts, but all such copies shall
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart. Any party so executing this
Amendment by facsimile transmission shall promptly deliver a manually executed
counterpart, provided that any failure to do so shall not affect the validity of
the counterpart executed by facsimile transmission.

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

                         SIGNATURES APPEAR ON NEXT PAGE.
<PAGE>
IN WITNESS WHEREOF, the undersigned Investor has completed and executed this
Amendment to Subscription Agreement this ______ day of October, 2005.

INVESTOR:                                 INVESTOR:

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

   NAME:                                     NAME:
          -----------------------                   -----------------------

   ADDRESS:                                  ADDRESS:

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

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




THE UNDERSIGNED, AS AN AUTHORIZED OFFICER OF BEIJING MED-PHARM CORPORATION (THE
"COMPANY"), HAS ACCEPTED THIS AMENDMENT TO SUBSCRIPTION AGREEMENT ON BEHALF OF
THE COMPANY AS OF THE ______ DAY OF OCTOBER, 2005.

                           BEIJING MED-PHARM CORPORATION

                           BY:
                                  ------------------------------
                           NAME:
                                  ------------------------------
                           TITLE:
                                  ------------------------------