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                                                                     EXHIBIT 4.2

                          BEIJING MED-PHARM CORPORATION

                  FORM OF SERIES [A/B] WARRANT FOR COMMON STOCK

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES
AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
THE ACT.

Right to purchase [_____________ THOUSAND ______________________ AND 00/100
(____)] shares (subject to adjustment) of the common stock, $.001 par value (the
"STOCK") of BEIJING MED-PHARM CORPORATION, a Delaware corporation (the
"COMPANY").

     The Company hereby certifies that, for value received,

                                [WARRANT HOLDER]

     or registered assigns (the "HOLDER"), is entitled to purchase from the
     Company at any time or from time to time during the Exercise Period (as
     hereinafter defined) an aggregate of [_____] fully paid and nonassessable
     shares, subject to adjustment as provided below, of the Stock, on the
     payment therefore of the aggregate exercise price which shall be [$1.875
     Series A Warrants] [$2.25 Series B Warrants] per share (subject to
     adjustment) (the "PER SHARE EXERCISE PRICE") multiplied by the number of
     shares of Stock to be issued (the "EXERCISE PRICE"), upon the surrender of
     this Warrant duly signed by the registered Holder hereof at the time of
     exercise, accompanied by payment of the Exercise Price, upon the terms and
     subject to the conditions hereinafter set forth.

     The Warrant represented hereby is delivered pursuant to and is subject to
     that certain Subscription Agreement accepted by the Company as of October
     ___, 2005 by and between the Company and the Holder (the "AGREEMENT").
     Capitalized terms used herein without definition shall have the meanings
     set forth in the Agreement.

     EXERCISE OF WARRANT. This Warrant shall be exercisable commencing on the
     date hereof and shall expire at the times specified herein under the
     heading "EXPIRATION OF WARRANT" (the "EXERCISE PERIOD"). Subject to the
     foregoing restrictions, during the Exercise Period this Warrant, the Holder
     may, at its option, elect to exercise this Warrant, in whole or in part and
     at any time or from time to time during the Exercise Period, by
     surrendering this Warrant, with the Exercise of Warrant and Declaration
     appended hereto duly executed by or on behalf of the Holder, at the
     principal office of the Company, or at such other office or agency as the
     Company may designate, accompanied by payment in full, in lawful money of
     the United States, of the Exercise Price payable in respect of the number
     of shares of Stock purchased upon such exercise.

     EXPIRATION OF WARRANT. This Warrant shall expire and shall no longer be
     exercisable upon the earlier to occur of:

               (i)  5:00 p.m., Philadelphia local time, on October 7, 2010; or

               (ii) a Change of Control (as defined below); or



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               (iii) the forty-fifth (45th) day following the Company's delivery
                    of notice to the Holder of a Trading Price Termination Event
                    (as defined below).

     For purposes hereof, a "TRADING PRICE TERMINATION EVENT" shall mean at any
     time that the Company's Stock is listed for trading on a national
     securities exchange, the NASDAQ National Market or other nationally
     recognized trading system, or is quoted on the Pink Sheets LLC or similar
     over-the-counter service, the occurrence of a period of twenty (20)
     consecutive trading days during which the quoted bid price of the Company's
     Common Stock has been greater than a price equal to two hundred percent
     (200%) of the Exercise Price. The Company shall notify the Holder in
     writing of the occurrence of any Trading Price Termination Event.

     In the event of a proposed Change of Control, the Company shall give the
     Holder ten (10) days prior notice of the proposed closing date of the
     Change of Control and, to the extent the Warrant has not been exercised by
     such date, then this Warrant shall terminate. "CHANGE OF CONTROL" shall
     mean:

               (i)  the acquisition of the Company by another entity by means of
                    any transaction or series of related transactions
                    (including, without limitation, any merger, consolidation or
                    other form of reorganization in which outstanding shares of
                    the Company are exchanged for securities or other
                    consideration issued, or caused to be issued, by the
                    acquiring entity or its subsidiary, but excluding any
                    transaction effected primarily for the purpose of changing
                    the Company's jurisdiction of incorporation), unless the
                    Company's stockholders of record as constituted immediately
                    prior to such transaction or series of related transactions
                    will, immediately after such transaction or series of
                    related transactions hold at least a majority of the voting
                    power of the surviving or acquiring entity; or

               (ii) a sale of all or substantially all of the assets of the
                    Company.

     DELIVERY OF STOCK CERTIFICATE UPON EXERCISE. As soon as practicable after
     the exercise of this Warrant and payment of the Exercise Price (which
     payment shall be deemed to have occurred when funds are immediately
     available to the Company without provisions), the Company will cause to be
     issued in the name of and delivered to the registered Holder hereof or its
     assigns, or such Holder's nominee or nominees, a certificate or
     certificates for the number of full shares of Stock of the Company to which
     such Holder shall be entitled upon such exercise (and in the case of a
     partial exercise, a Warrant of like tenor for the unexercised portion
     remaining subject to exercise prior to the expiration of the Exercise
     Period set forth herein). For all corporate purposes, such certificate or
     certificates shall be deemed to have been issued and such Holder or such
     Holder's designee to be named therein shall be deemed to have become a
     holder of record of such shares of Stock as of the date the duly executed
     exercise form pursuant to this Warrant, together with full payment of the
     Exercise Price, is received by the Company as aforesaid. No fraction of a
     share or scrip certificate for such fraction shall be issued upon the
     exercise of this Warrant; in lieu thereof, the Company will pay or cause to
     be paid to such Holder cash equal to a like fraction at the prevailing fair
     market price for such share as determined in good faith by the Company.

     ADJUSTMENTS.

          (A)  REGISTRATION DEFAULT. The Company and the Holder agree that the
               Holder will suffer damages if the Company fails to fulfill its
               obligations pursuant to Section 5 of the Agreement and that it
               would not be possible to ascertain the extent of such damages
               with precision. Accordingly, the Company hereby agrees to provide
               liquidated damages to the Investor an adjustment to the Per Share
               Exercise Price under the following circumstances (each such event
               a "REGISTRATION DEFAULT") if the Registration Statement referred
               to in Section 5 of the Agreement:

               (i)  is not filed by the Company on or prior to sixty (60) days
                    after the Closing Date; or
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               (ii) is not declared effective by the SEC on or prior to the
                    180th day after the Closing Date.

               In the event that there shall occur a Registration Default as
               defined in the Agreement, then the Per Share Exercise Price shall
               be reduced by $0.10 for each full thirty (30) day period for
               which such Registration Default exists and is continuing.

          (B)  DIVIDENDS. In the event that a dividend shall be declared upon
               the Stock of the Company payable in shares of Stock, the number
               of shares of Stock covered by this Warrant shall be adjusted by
               adding thereto the number of shares that would have been
               distributable thereon if such shares had been outstanding on the
               date fixed for determining the stockholders entitled to receive
               such stock dividend.

          (C)  REORGANIZATIONS, CONSOLIDATIONS, MERGERS. Except as otherwise set
               forth herein, in the event that the outstanding shares of Stock
               of the Company shall be changed into or exchanged for a different
               number or kind of shares of stock or other securities of the
               Company or of another corporation, whether through
               reorganization, recapitalization, stock split-up, combination of
               shares, merger or consolidation, then upon exercise of this
               Warrant there shall be substituted for the shares of Stock
               covered by this Warrant, the number and kind of shares of stock
               or other securities that would have been substituted therefor if
               such shares had been outstanding on the date fixed for
               determining the stockholders entitled to receive such changed or
               substituted stock or other securities and the exercise price
               shall be proportionately adjusted.

          (D)  OTHER CHANGES. In the event there shall be any change, other than
               specified above, in the number or kind of outstanding shares of
               Stock of the Company or of any stock or other securities into
               which such Stock shall be changed or for which it shall have been
               exchanged, then if the Board of Directors shall determine, in
               good faith, that such change equitably requires an adjustment in
               the number or kind of shares covered by this Warrant, such
               adjustment shall be made by the Board of Directors and shall be
               effective and binding for all purposes on this Warrant.

     LOST, STOLEN, DESTROYED OR MUTILATED WARRANT. Upon receipt by the Company
     of evidence satisfactory (in the exercise of reasonable discretion) to it
     of the ownership of and the loss, theft or destruction or mutilation of
     this Warrant, and (in the case of loss, theft or destruction) of indemnity
     satisfactory (in the exercise or reasonable discretion) to it, and (in the
     case of mutilation) upon the surrender and cancellation thereof, the
     Company will issue and deliver, in lieu thereof, a new Warrant of like
     tenor.

     TRANSFER AND TRANSFER RESTRICTIONS.

          (A)  OWNER OF WARRANT. The Company may deem and treat the person in
               whose name this Warrant is registered as the Holder and owner
               hereof (notwithstanding any notations of ownership or writing
               hereon made by anyone other than the Company) for all purposes
               and shall not be affected by any notice to the contrary until
               presentation of this Warrant for registration of transfer as
               provided below.

          (B)  TRANSFER OF WARRANT. The Company agrees to maintain, at its then
               principal place of business, books for the registration of the
               Warrant and transfers thereof, and, subject to the provisions of
               subsections C, D and E below, this Warrant and all rights
               hereunder are transferable, in whole or in part, on said books at
               said office, upon surrender of this Warrant at said office,
               together with a written assignment of this Warrant duly executed
               by the Holder hereof or his duly authorized agent or attorney and
               funds sufficient to pay any transfer taxes payable upon the
               making of such transfer. Upon such surrender and payment, the
               Company shall execute and deliver a new Warrant or Warrants in
               the name of the assignee or assignees
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               and in the denominations specified in such instrument of
               assignment, and this Warrant shall promptly be canceled.

          (C)  RESTRICTIONS ON EXERCISE AND TRANSFER. Neither this Warrant nor
               the shares of Stock issuable upon exercise of this Warrant have
               been registered under the Act or any state securities laws.
               Therefore, in order to, among other things, insure compliance
               with the Act, notwithstanding anything else in the Warrant to
               contrary, the Holder of this Warrant, including any successive
               Holder, agrees by accepting this Warrant as follows: No Holder
               shall sell, assign, transfer, pledge, hypothecate, mortgage,
               encumber or dispose of all or any portion of this Warrant (or any
               of the shares of Stock that may be issued upon the exercise
               hereof). Notwithstanding the foregoing, a Holder may transfer all
               or any portion of this Warrant (or any of the shares of Stock
               that may be issued upon the exercise hereof):

               (I)  as part of a registered public offering of the Company's
                    securities or pursuant to Rule 144 under the Act,

               (II) by pledge that creates a mere security interest in all or
                    any portion of this Warrant (or any of the shares of Stock
                    which may be issued upon the exercise hereof), provided that
                    the pledgee thereof agrees in writing in advance to be bound
                    by and comply with all applicable provisions of this Warrant
                    to the same extent as if it were the Holder making such
                    pledge,

               (III) either during his lifetime or on death by will or the laws
                    of descent and distribution to his siblings, ancestors,
                    descendants or spouse, or any custodian or trustee for the
                    account of Holder or Holder's siblings, ancestors,
                    descendants or spouse, or

               (IV) to an affiliate or a partner of Holder, provided, in each
                    such case, a transferee shall receive and hold all or any
                    portion of this Warrant (or any of the shares of Stock that
                    may be issued upon the exercise hereof) subject to the
                    provisions of this Warrant and there shall be no further
                    transfer except in accordance herewith.

               No party will avoid the provisions of this Warrant by making one
               or more transfers to an affiliate of such party and then
               disposing of all or any portion of such party's interest in such
               affiliate; provided, however, that in any event, this Warrant may
               not be sold or transferred in the absence of registration under
               the Act unless the Company receives an opinion of counsel
               reasonably acceptable to it stating that such sale or transfer is
               exempt from the registration and prospectus delivery requirements
               of the Act.

          (D)  LEGEND ON SHARES. Each certificate for shares of Stock issued
               upon exercise of this Warrant, unless at the time of exercise
               such shares are registered under the Act, shall bear
               substantially the following legend (and any additional legend
               required under the Act or otherwise):

                    "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."

               Any certificate issued at any time in exchange or substitution
               for any certificate bearing such legend (except a new certificate
               issued upon completion of a public distribution pursuant to a
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               registration statement under the Act of the securities
               represented thereby) also shall bear such legend unless, in the
               opinion of counsel for the Company, the securities represented
               thereby need no longer be subject to the transfer restrictions
               contained in this Warrant. The exercise and transfer restriction
               provisions of this Warrant shall be binding upon all subsequent
               Holders of this Warrant.

     COVENANTS. The Company covenants that, so long as this Warrant is
     exercisable, the Company will reserve from its authorized and unissued
     Stock a sufficient number of shares to provide for the delivery of Stock
     pursuant to the exercise of this Warrant. The Company further covenants
     that all shares of Stock that shall be so deliverable upon exercise of this
     Warrant shall be duly and validly issued and fully paid and nonassessable.

     MISCELLANEOUS. This Warrant does not confer upon the Holder any rights of a
     stockholder of the Company, including, without limitation, any right to
     vote or to consent to or receive notice as a stockholder of the Company.

     HEADINGS. The headings in this Warrant are for purposes of reference only
     and shall not limit or otherwise affect the meaning hereof.

Dated: October __, 2005                 BEIJING MED-PHARM CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
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                       EXERCISE OF WARRANT AND DECLARATION

To: BEIJING MED-PHARM CORPORATION

The undersigned Holder hereby exercises the right to purchase _________________
shares of Common Stock, $.001 par value of Beijing Med-Pharm Corporation, a
Delaware corporation (the "COMPANY"), and delivers to the Company herewith the
Exercise Price.

The undersigned declares and represents to the Company that the intention of
this exercise is to acquire the aforementioned shares for investment only and
not for resale or with a view to the distribution thereof, except as the same
may be made in compliance with all applicable securities laws. The undersigned
has been advised that the shares being issued to the undersigned are not being
registered under the Securities Act of 1933, as amended (the "ACT"), on the
grounds that this transaction is exempt under the Act as not involving any
public offering. As a result of not being registered under the Act, the
undersigned has been advised and agrees that the shares may not be sold or
offered for sale in the absence of an effective registration statement as to the
securities under the Act and any applicable state securities acts or the
availability of an exemption from the registration requirements under the Act
and any applicable state securities acts. The undersigned represents that the
undersigned is an "accredited investor" within the meaning of Rule 501
promulgated under the Act. The undersigned has considered the federal and state
income tax implications of the exercise of this Warrant and the purchase and
subsequent sale of the shares purchased hereby.

You will kindly forward a certificate or certificates for the shares purchased
hereby and, if such shares shall not include all of the shares provided in this
Warrant, a new Warrant of like tenor and date for the balance of the shares
issuable thereunder shall be delivered to the undersigned at the address set
forth below.

Date:                                   Name of Holder
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                                        By:
                                            ------------------------------------
                                        Address:

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                                                     SCHEDULE OF WARRANTS ISSUED
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NUMBER OF WARRANTS ISSUED          EXERCISE PRICE
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                  524,914                   1.875
                  524,914                    2.25