EXHIBIT 10.2

NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.



                           CHINA PHARMA HOLDINGS, INC.


                                     WARRANT


Warrant No. 24                            Original Issue Date: December 24, 2008

         China Pharma  Holdings,  Inc., a Delaware  corporation (the "Company"),
hereby  certifies  that,  as partial  compensation  for its  former  independent
consultant, Hayden Communications International,  Inc. or its registered assigns
(the "Holder"),  is entitled to purchase from the Company up to a total of 8,333
shares of Common Stock (each such share, a "Warrant  Share" and all such shares,
the "Warrant Shares"),  at any time and from time to time from and after January
2,  2009  (the  "Vesting  Date")  through  and  including  January  1, 2012 (the
"Expiration Date"), and subject to the following terms and conditions:

         1. Definitions. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1.

         "Business Day" means any day except Saturday,  Sunday and any day which
is a federal legal holiday or a day on which banking  institutions  in the State
of New York are  authorized or required by law or other  governmental  action to
close.

         "Common Stock" means the common stock of the Company,  par value $0.001
per share,  and any  securities  into which such common  stock may  hereafter be
reclassified.

         "Exercise Price" means $3.5 per share.



<PAGE>

         "Original  Issue Date" means the Original Issue Date first set forth on
the first page of this Warrant.

         "New York  Courts"  means the state and federal  courts  sitting in the


          "Trading Day" means (i) a day on which the Common Stock is traded on a
Trading Market or (ii) if the Common Stock is not quoted on any Trading  Market,
a day on which the  Common  Stock is quoted  in the  over-the-counter  market as
reported  by the  Pink  Sheets  LLC  (or  any  similar  organization  or  agency
succeeding to its functions of reporting  prices);  provided,  that in the event
that the  Common  Stock is not  listed  or  quoted  as set  forth in (i) or (ii)
hereof, then Trading Day shall mean a Business Day.

         "Trading  Market" means whichever of the New York Stock  Exchange,  the
American  Stock  Exchange,  the NASDAQ Global Select  Market,  the NASDAQ Global
Market,  the NASDAQ  Capital  Market or OTC  Bulletin  Board on which the Common
Stock is listed or quoted for trading on the date in question.

         "Transfer Notice" shall have the meaning set forth in Section 7.2.

         2. Exercise and Duration of Warrants.
         -------------------------------------

         This Warrant  shall be  exercisable  by the Holder at any time and from
time to time on or after the Vesting Date through and including  the  Expiration
Date. At 6:30 p.m.,  New York City time on the  Expiration  Date, the portion of
this  Warrant not  exercised  prior  thereto  shall be and become void and of no
value.  The Company may not call or redeem any portion of this  Warrant  without
the prior written consent of the affected Holder.

         3. Delivery of Warrant Shares.
         ------------------------------

              (a) To effect exercises  hereunder,  subject to the request of the
transfer  agent of the Company,  the Holder shall not be required to  physically
surrender this Warrant unless the aggregate  Warrant Shares  represented by this
Warrant is being  exercised.  Upon delivery of the Warrant (if  necessary),  the
Exercise Notice (in the form attached  hereto) to the Company (with the attached
Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise  Price  multiplied by the number of Warrant  Shares that
the Holder intends to purchase  hereunder (if the Warrant is being  exercised in
accordance with Section 8(a)), the Company shall promptly (but in no event later
than five Trading Days after the Date of Exercise (as defined herein)) issue and
deliver to the Holder,  a certificate  for the Warrant Shares issuable upon such
exercise.  A "Date of  Exercise"  means the date on which the Holder  shall have
delivered to the Company:  (i) this  Warrant (if  necessary),  (ii) the Exercise
Notice (with the Warrant Exercise Log attached to it),  appropriately  completed
and duly  signed  and (iii)  payment  of the  Exercise  Price for the  number of
Warrant Shares so indicated by the Holder to be purchased.

              (b) If by the  fifth  Trading  Day  after a Date of  Exercise  the
Company  fails to deliver the  required  number of Warrant  Shares in the manner
required  pursuant  to  Section  3(a),  then the  Holder  will have the right to
rescind such exercise.


                                       2
<PAGE>

              (c) If by the  fifth  Trading  Day  after a Date of  Exercise  the
Company  fails to deliver the  required  number of Warrant  Shares in the manner
required pursuant to Section 3(a), and if after such fifth Trading Day and prior
to the receipt of such Warrant Shares,  the Holder  purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated  receiving
upon such exercise (a  "Buy-In"),  then the Company shall (1) pay in cash to the
Holder the amount by which (x) the  Holder's  total  purchase  price  (including
brokerage  commissions,  if any) for the  shares  of Common  Stock so  purchased
exceeds (y) the amount  obtained by multiplying (A) the number of Warrant Shares
that the Company was  required to deliver to the Holder in  connection  with the
exercise at issue by (B) the  closing bid price of the Common  Stock on the Date
of Exercise and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent  number of Warrant Shares for which such exercise was
not  honored or deliver to the Holder the number of shares of Common  Stock that
would have been issued had the Company  timely  complied  with its  exercise and
delivery  obligations  hereunder.  The Holder shall provide the Company  written
notice indicating the amounts payable to the Holder in respect of the Buy-In.

              (d) The Company's  obligations to issue and deliver Warrant Shares
in accordance with the terms hereof are absolute and unconditional, irrespective
of any  action or  inaction  by the Holder to  enforce  the same,  any waiver or
consent  with  respect to any  provision  hereof,  the  recovery of any judgment
against  any  Person  or  any  action  to  enforce  the  same,  or  any  setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation  or alleged  violation of law by the Holder or any other  Person,  and
irrespective  of  any  other  circumstance  which  might  otherwise  limit  such
obligation  of the  Company to the Holder in  connection  with the  issuance  of
Warrant Shares.  Nothing herein shall limit a Holder's right to pursue any other
remedies  available  to it  hereunder,  at law or in equity  including,  without
limitation,  a decree of  specific  performance  and/or  injunctive  relief with
respect to the Company's  failure to timely  deliver  certificates  representing
Warrant  Shares upon  exercise of the Warrant as required  pursuant to the terms
hereof.

         4. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax,  withholding tax,  transfer agent fee or other incidental
tax or expense in respect of the  issuance  of such  certificates,  all of which
taxes and expenses  shall be paid by the Company;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or  Warrants  in a name  other  than that of the  Holder.  The  Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         5. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a new Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity  (which shall not include a surety  bond),  if  requested.
Applicants  for a new Warrant  under such  circumstances  shall also comply with


                                       3
<PAGE>

such other  reasonable  regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a new Warrant is requested as
a result of a mutilation  of this  Warrant,  then the Holder shall  deliver such
mutilated  Warrant to the  Company as a  condition  precedent  to the  Company's
obligation to issue the new Warrant.

         6. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other contingent  purchase rights of Persons other than the Holder.  The Company
covenants  that all  Warrant  Shares so issuable  and  deliverable  shall,  upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.

         7.  Restrictions  on  Transferability.  The Warrant Shares shall not be
transferred,  hypothecated  or assigned  before  satisfaction  of the conditions
specified in this Section 7, which conditions are intended to ensure  compliance
with the  provisions of the  Securities  Act with respect to the transfer of any
Warrant Shares. Holder, by acceptance of this Warrant, agrees to be bound by the
provisions of this Section 7.

              7.1.  Notice of Proposed  Transfers;  Requests  for  Registration.
Prior to any transfer or attempted transfer of any Warrant, in whole or in part,
or any shares of restricted  Common Stock, the holder of such restricted  Common
Stock shall give ten days' prior  written  notice (a  "Transfer  Notice") to the
Company in the form of assignment  attached  hereto,  and obtain from counsel to
such holder who shall be reasonably satisfactory to the Company, an opinion that
the proposed  transfer of such Warrant or restricted  Common Stock,  as the case
may be, may be effected  without  registration  under the Securities  Act. After
receipt of the Transfer Notice and opinion,  the Company shall, within five days
thereof,  notify the holder of such Warrant or restricted  Common Stock,  as the
case may be, as to whether such opinion is reasonably  satisfactory  and, if so,
such holder shall  thereupon be entitled to transfer  such Warrant or restricted
Common Stock, in accordance with the terms of the Transfer Notice. The holder of
the restricted  Common Stock giving the Transfer Notice shall not be entitled to
transfer  such Warrant or  restricted  Common Stock until receipt of notice from
the Company under this Section 7.1 that such opinion is reasonably satisfactory.

              7.2.  Registration Rights. (a) If at any time the Company proposes
to file a  registration  statement  under the  Securities Act with respect to an
offering of securities of the same type as the Warrant Shares pursuant to a firm
commitment  underwritten offering solely for cash for its own account or for the
account of any holder of  securities  (to the extent  that the  Company  has the
right to include Warrant Shares in any registration statement to be filed by the
Company on behalf of such holder), then the Company shall give written notice of
such proposed  filing to Holder at least 15 days before the  anticipated  filing
date.  Such notice shall offer Holder the opportunity to register such amount of
Warrant  Shares as Holder may request (a "Piggyback  Registration").  Subject to
Section 7.2, the Company shall include in each such Piggyback  Registration  all
shares of Warrant  Shares  with  respect  to which the  Company  has  received a
written request for inclusion therein within 10 days after notice has been given


                                       4
<PAGE>

to Holder.  Holder  shall be  permitted  to  withdraw  all or any portion of the
Warrant Shares from a Piggyback  Registration at any time prior to the effective
date of such Piggyback Registration.

              (b)  The  Company   shall  permit   Holder  to  include  all  such
registrable  securities  on  the  same  terms  and  conditions  as  any  similar
securities,  if  any,  of the  Company  included  therein.  Notwithstanding  the
foregoing,   if  the  Company  or  the  managing   underwriter  or  underwriters
participating  in such  offering  advise the  Holder in  writing  that the total
amount of  securities  requested to be included in such  Piggyback  Registration
exceeds  the amount  which can be sold in (or during the time of) such  offering
without  delaying or  jeopardizing  the success of the offering  (including  the
price per share of the securities to be sold), then, subject to the preferential
rights of any stockholder with respect to any Piggyback Registration, the amount
of  securities  to be offered  for the  account  of Holder and other  holders of
securities who have piggyback  registration rights with respect thereto shall be
reduced  (to zero if  necessary)  pro rata on the basis of the  number of Common
Stock equivalents  requested to be registered by each stockholder  participating
in such offering.

              (c) The Company shall pay all  registration  expenses  incurred in
connection   with  the   registration   statement   relating  to  any  Piggyback
Registration  and any  supplements  or amendments  thereto,  whether or not they
become  effective,  and whether all, none or some of the Warrant  Shares is sold
pursuant to such registration  statement.  Registration  Expenses shall mean all
costs, fees and expenses incident to the Company's  performance of or compliance
with Section 7.2 (c), including (i) the fees,  disbursements and expenses of the
Company's counsel and accountants;  (ii) all expenses, including filing fees, in
connection  with  the  preparation,  printing  and  filing  of any  registration
statement, any prospectus or preliminary prospectus, any other offering document
and amendments and supplements  thereto and the mailing and delivering of copies
thereof;  (iii)  all  expenses  in  connection  with  the  qualification  of the
securities to be disposed of for offering and sale under state  securities laws;
(iv)  transfer  agents  and  registrars'  fees and  expenses;  (v) all  security
engraving and security printing expenses; and (vi) all fees and expenses payable
in connection with the listing of the Common Stock on any securities exchange.

              (d) Nothing in this Section 7.2 shall create any  liability on the
part of the  Company  to Holder if the  Company  in its sole  discretion  should
decide not to file a  registration  statement  proposed to be filed  pursuant to
Section 7.2 (a) or to withdraw  such  registration  statement  subsequent to its
filing,  regardless of any action whatsoever that Holder may have taken, whether
as a result of the issuance by the Company of any notice hereunder or otherwise.

              7.3.  Termination of Restrictions.  Notwithstanding  the foregoing
provisions of this Section 7, the restrictions  imposed by this Section upon the
transferability  of the Warrant Shares and the  restricted  Common Stock and the
legend  requirements  shall  terminate  as to any  share of  Warrant  Shares  or
restricted  Common Stock (i) when and so long as such  security  shall have been
effectively registered under the Securities Act and disposed of pursuant thereto
or (ii) when the Company  shall have  received an opinion of counsel  reasonably
satisfactory  to it that such  shares may be  transferred  without  registration
thereof under the Securities Act.


                                       5
<PAGE>

         8. Payment of Exercise Price.  The Holder may pay the Exercise Price by
delivering  immediately available funds to the designated account of the Company
in one of the following manners:

              (a) Cash Exercise.  The Holder may deliver  immediately  available
funds; or

              (b)  Cashless  Exercise.  The Holder may notify the  Company in an
Exercise Notice of its election to utilize  cashless  exercise by rendering this
Warrant for  cancellation,  in which event the Company shall issue to the Holder
the number of Warrant Shares determined as follows:

                    X = Y [(A-B)/A]

           where:

                    X = the number of Warrant Shares to be issued to the Holder.

                    Y = the  number  of  Warrant  Shares  with respect to
                        which this Warrant is being exercised.

                    A = the  average of the  closing  prices for the five
                        Trading Days  immediately  prior to (but not including)
                        the Exercise Date.

                    B = the Exercise Price.

         9.  Limitations on Exercise.  Notwithstanding  anything to the contrary
contained  herein,  the number of Warrant  Shares  that may be  acquired  by the
Holder upon any exercise of this Warrant (or otherwise in respect  hereof) shall
be limited to the extent  necessary to insure that,  following such exercise (or
other  issuance),  the total number of shares of Common Stock then  beneficially
owned by such Holder and its Affiliates  and any other Persons whose  beneficial
ownership of Common Stock would be aggregated  with the Holder's for purposes of
Section  13(d) of the Exchange Act, does not exceed 9.99% of the total number of
issued and  outstanding  shares of Common Stock  (including for such purpose the
shares  of  Common  Stock  issuable  upon  such  exercise).  For such  purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange  Act  and  the  rules  and  regulations  promulgated  thereunder.  This
restriction  may  not  be  waived  or  amended  by  agreement  of  the  parties.
Notwithstanding  anything to the contrary contained in this Warrant, (a) no term
of this Section may be waived by any party,  nor amended such that the threshold
percentage  of  ownership  would be directly  or  indirectly  increased,  (b) no
amendment or modification  to any Transaction  Document may be made such that it
would  have the  effect of  modifying  or  waiving  any term of this  Section in
violation of this  restriction,  (c) this  restriction runs with the Warrant and
may not be  modified  or  waived by any  subsequent  holder  hereof  and (d) any
attempted  waiver,  modification  or  amendment  of this Section will be void ab
initio.

         10. No Fractional  Shares.  No fractional shares of Warrant Shares will
be  issued in  connection  with any  exercise  of this  Warrant.  In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such  fraction  multiplied  by the closing  price of one


                                       6
<PAGE>

Warrant  Share as  reported  by the  applicable  Trading  Market  on the date of
exercise.

         11. Notices.  Any and all notices or other communications or deliveries
hereunder  (including,  without  limitation,  any Exercise  Notice)  shall be in
writing and shall be deemed given and  effective on the earliest of (i) the date
of  transmission,  if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications  shall be: (i) if to
the Company,  to China Pharma  Holdings,  Inc., 2nd Floor,  No. 17, Jinpan Road,
Haikou,  Hainan  Province,  People's  Republic of China,  Attn:  Chief Executive
Officer  (or such other  address as the  Company  shall  indicate  in writing in
accordance  with this  Section),  or (ii) if to the  Holder,  to the  address or
facsimile  number  appearing  on the Warrant  Register or such other  address or
facsimile  number as the Holder may  provide to the Company in  accordance  with
this Section.

         12. Warrant Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 10 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         13. Miscellaneous.
         ------------------

              (a) This  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective  successors and assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.  The foregoing sentence shall be subject to the restrictions on waivers
and amendments set forth in Section 9 of this Warrant.

              (b)  All  questions   concerning   the   construction,   validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York (except for matters  governed by corporate  law in the State of  Delaware),
without regard to the principles of conflicts of law thereof.  Each party agrees
that all legal  proceedings  concerning  the  interpretations,  enforcement  and
defense of this Warrant and the transactions herein contemplated ("Proceedings")
(whether brought against a party hereto or its respective Affiliates,  employees
or agents)  shall be commenced  exclusively  in the New York Courts.  Each party


                                       7
<PAGE>

hereto hereby irrevocably submits to the exclusive  jurisdiction of the New York
Courts for the adjudication of any dispute  hereunder or in connection  herewith
or with any  transaction  contemplated  hereby or discussed  herein,  and hereby
irrevocably  waives, and agrees not to assert in any Proceeding,  any claim that
it is not personally  subject to the jurisdiction of any New York Court, or that
such  Proceeding has been commenced in an improper or inconvenient  forum.  Each
party hereto hereby  irrevocably waives personal service of process and consents
to process  being  served in any such  Proceeding  by mailing a copy thereof via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this  Warrant and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve  process in any manner  permitted  by law.  Each party hereto
hereby  irrevocably  waives,  to the fullest extent permitted by applicable law,
any and all right to trial by jury in any  legal  proceeding  arising  out of or
relating to this  Warrant or the  transactions  contemplated  hereby.  If either
party shall  commence a Proceeding  to enforce any  provisions  of this Warrant,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

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

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

              (e) Prior to exercise of this  Warrant,  the Holder  hereof  shall
not, by reason of being a Holder,  be  entitled  to any rights of a  stockholder
with respect to the Warrant Shares.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]




                                       8
<PAGE>


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


                                                    CHINA PHARMA HOLDINGS, INC.



                                                    By:_______________________
                                                       Name:
                                                       Title:


                                       9
<PAGE>

                                 EXERCISE NOTICE
                           CHINA PHARMA HOLDINGS, INC.
                   WARRANT ORIGINALLY ISSUED DECEMBER 24, 2008




The  undersigned  Holder  hereby  irrevocably  elects to purchase  _____________
shares of Common Stock  pursuant to the above  referenced  Warrant.  Capitalized
terms used herein and not  otherwise  defined have the  respective  meanings set
forth in the Warrant.

(1)  The   undersigned   Holder   hereby   exercises   its  right  to   purchase
_________________ Warrant Shares pursuant to the Warrant.

(2) The Holder  intends  that  payment of the  Exercise  Price  shall be made as
(check one):

                     ______   "Cash Exercise" under Section 8.


                     ______   "Cashless Exercise" under Section 8.

(3) If the Holder has elected a Cash  Exercise,  the Holder shall pay the sum of
$____________ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this  Exercise  Notice,  the Company shall deliver to the holder
_______________ Warrant Shares in accordance with the terms of the Warrant.

(5) By its delivery of this Exercise  Notice,  the  undersigned  represents  and
warrants to the Company that in giving effect to the exercise  evidenced  hereby
the Holder will not beneficially own in excess of the number of shares of Common
Stock  (determined in accordance  with Section 13(d) of the Securities  Exchange
Act of 1934) permitted to be owned under Section 9 of this Warrant to which this
notice relates.



Dated: __________________,______                Name of Holder:


                                                (Print)_________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                                (Signature  must  conform in all
                                                respects  to name of  holder  as
                                                specified  on  the  face  of the
                                                Warrant)







                                       10
<PAGE>

                           Warrant Shares Exercise Log



-------- -------------------------- ------------------------ -------------------
Date     Number of Warrant Shares   Number of Warrant Shares Number of Warrant
         Available to be Exercised  Exercised                Shares Remaining to
                                                             be Exercised
-------- -------------------------- ------------------------ -------------------















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



                                       11
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                           CHINA PHARMA HOLDINGS, INC.
                   WARRANT ORIGINALLY ISSUED DECEMBER 24, 2008
                                 WARRANT NO. 24


                               FORM OF ASSIGNMENT


         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto    ________________________________    the   right   represented   by   the
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant  relates and appoints  ________________  attorney to transfer  said
right on the  books of the  Company  with  full  power  of  substitution  in the
premises.

Dated:   _______________, ____


                                                ________________________________
                                                (Signature  must  conform in all
                                                respects  to name of  holder  as
                                                specified  on  the  face  of the
                                                Warrant)



                                                ________________________________
                                                Address of Transferee



                                                ________________________________

                                                ________________________________


In the presence of:


_______________________




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