0001144204-07-011173 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 5th, 2007 • Skystar Bio-Pharmaceutical Co • Services-prepackaged software • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2007 (this "Agreement"), is made by and between SKYSTAR BIO-PHARMACEUTICAL COMPANY, a Nevada corporation with headquarters located at Rm. 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, P.R. China (the “Company”), and each entity named on a signature page hereto (each, an “Initial Investor”) (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 5th, 2007 • Skystar Bio-Pharmaceutical Co • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of February 26, 2007 (this “Agreement”), is entered into by and between SKYSTAR BIO-PHARMACEUTICAL COMPANY, a Nevada corporation with headquarters located at Rm. 10601, Jiezuo Plaza, No. 4, Fenghui Road South, Gaoxin District, Xian Province, P.R. China (the “Company”), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer [each, an “Other Buyer”] under such agreement and the Transaction Agreements, as defined below, referred to therein).

Attn: CEO Re: Restrictions on Share Transfers
Skystar Bio-Pharmaceutical Co • March 5th, 2007 • Services-prepackaged software

Reference is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of February 26, 2007, between Skystar Bio-Pharmaceutical Company (the “Company”) and each of the Buyers named therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

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