[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered] [UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL COMPANY and RODMAN & RENSHAW, LLC as Representative SKYSTAR BIO-PHARMACEUTICAL COMPANY UNDERWRITING AGREEMENT New York, New York ___________ __, 2010 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, New York 10020 Ladies and Gentlemen: Company Representative Underwriters Underwriter 1. Purchase and Sale of Securities. 1.1 Firm Securities 1.1.1. Nature and] [Form of Representative’s Option Agreement THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED] [RICHARDSON & PATEL LLP 10900 Wilshire Boulevard Suite 500 Los Angeles, California 90024 Telephone (310) 208-1183 Facsimile (310) 208-1154 ___________________, 2010 SKYSTAR BIO-PHARMACEUTICAL COMPANY Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South, Gaoxin District, Xian Province, P.R. China Re: SKYSTAR BIO-PHARMACEUTICAL COMPANY Ladies and Gentlemen: In connection with this opinion, we have examined originals or copies of the registration statement,] [Consent of Independent Registered Public Accounting Firm To the Board of Directors Skystar Bio-Pharmaceutical Company We consent to the use of our report dated March 31, 2010, with respect to the consolidated financial statements of Skystar Bio-Pharmaceutical Company and Subsidiaries (the “Company”) as of December 31, 2009 and 2008 and for the related statements of income and other comprehensive income,]