AGREEMENT TO TRANSFER OF OPERATING AGREEMENT

THIS AGREEMENT TO TRANSFER OF OPERATING AGREEMENT (this “Agreement”) is entered into as of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman Islands (“Skystar Cayman”), Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China and a wholly foreign owned enterprise (“Sida”), Weibing Lu, chairman and shareholder of Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Tianxing”), certain shareholders of Tianxing (collectively with Weibing Lu, the “Shareholders”) who are signatories to that certain Operating Agreement dated as of October 28, 2005 (the “Operating Agreement”), and Skystar Bio-Pharmaceutical Company, a Nevada corporation (“Skystar”). Skystar Cayman, Sida and the Shareholders are collectively referred to as the “Parties”. Skystar is made a party to this Agreement for the sole purpose of acknowledging the Agreement.

WHEREAS, in connection with a certain Consulting Services Agreement dated as of October 28, 2005 (the “Consulting Services Agreement”), Skystar Cayman entered into the Operating Agreement with Tianxing and the Shareholders;

WHEREAS, Skystar Cayman, Sida and Tianxing have entered into an Amendment to Consulting Services Agreement dated as of even date herewith (the “Amendment”), whereby Skystar Cayman has transferred the Consulting Services Agreement and assigned all of its rights and obligations thereunder to Sida;

WHEREAS, in connection with the Amendment, Skystar Cayman desires to transfer the Operating Agreement, and assign all of its rights and obligations thereunder, to Sida, and Sida desires to accept such transfer and assignment;

WHEREAS, Section 9 of the Operating Agreement provides that Skystar Cayman may assign its rights and obligations under the Operating Agreement at its discretion pursuant to a written notice to Tianxing and that no consent from Tianxing is required for such assignment;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:

A.TRANSFER OF THE OPERATING AGREEMENT.

(1)Skystar Cayman hereby transfers the Operating Agreement, and assigns all of its rights and obligations thereunder, to Sida, and Sida hereby accepts such transfer and assignment (collectively the “Transfer”).

(2)In accordance with Section 9 of the Operating Agreement, Skystar Cayman shall notify Tianxing of the Transfer pursuant to a written notice, the form of which is attached hereto as Exhibit A.

(3)Sida shall cooperate with Tianxing and take all actions necessary to replace Skystar Cayman as a guarantor to such guarantee agreements, if any, entered into by Skystar Cayman pursuant to Section 1 of the Operating Agreement.

(4)Sida may not transfer this Agreement and, pursuant to the Transfer, its rights and obligations under the Operating Agreement, without the prior written consent of Skystar Cayman.

B.GENERAL PROVISIONS.

(1) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed by registered or certified mail (postage prepaid and return receipt requested) to the party to whom the same is so delivered, sent or mailed at addresses set forth as follows (or at such other address for a party as shall be specified by like notice):

If to Skystar Cayman:

Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.

Address:Septoa Center, 4^th Floor

George Town, Grand Cayman, Cayman Islands

Facsimile: (029) 8819-3186

Attn:Chairman

If to Sida:

Sida Biotechnology (Xian) Co., Ltd.

Address: Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South,

Gaoxin District, Xian Province, P.R. China

Facsimile:+86-29-88193185

Attn:Chairman

If to the Shareholders:

c/o Weibing Lu

Address:Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South,

Gaoxin District, Xian Province, P.R. China

Facsimile:+86-29-88193185

(2)Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Sections and Articles refer to sections and articles of this Agreement unless otherwise stated.

(3) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party’s anticipated benefits under this Agreement.

(4) Miscellaneous. This Agreement (together with all other documents and instruments referred to herein): (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any other person any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise, except as may be mutually agreed upon by the parties hereto.

(5) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the People’s Republic of China.

(6) Counterparts and Facsimile Signatures. This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement. This Agreement and any documents relating to it may be executed and transmitted to any other party by facsimile, which facsimile shall be deemed to be, and utilized in all respects as, an original, wet-inked manually executed document.

(7)Amendment. This Agreement may be amended, modified or supplemented only by an instrument in writing executed by Skystar Cayman and Sida.

(8)Parties In Interest. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto.

(9)Waiver. No waiver by any party of any default or breach by another party of any representation, warranty, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent default or breach by such party of the same or any other representation, warranty, covenant or condition. No act, delay, omission or course of dealing on the part of any party in exercising any right, power or remedy under this Agreement or at law or in equity shall operate as a waiver thereof or otherwise prejudice any of such party’s rights, powers and remedies. All remedies, whether at law or in equity, shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives on their behalf as of the date first set forth above.

SKYSTAR CAYMAN:

Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.

By: /s/ Weibing Lu

Name: Weibing Lu

Title: Chairman

SIDA:

Sida Biotechnology (Xian) Co., Ltd.

By: /s/ Weibing Lu

Name: Weibing Lu

Title: Chairman

ACKNOWLEDGED BY:

SKYSTAR:

Skystar Bio-Pharmaceutical Company

By: /s/ Weibing Lu_________

Name: Weibing Lu

Title: Chief Executive Officer

SIGNATURE PAGES OF SHAREHOLDERS

SHAREHOLDERS:

/s/ LU Weibing_______/s/ LU Qing__________

LU WeibingLU Qin

/s/ WANG Guangen ___/s/ SHEN Hua________

WANG GuangenSHEN Hua

/s/ LU Zhigao_________/s/ LU Yajun_________

LU ZhigaoLU Yajun

/s/ LU Zhidao_________/s/ LU Jingwei________

LU ZhidaLU Jingwei

/s/ WEN Wei_________/s/ WANG Hao_______

WEN WeiWANG Hao

/s/ WANG Guanming__/s/ LU Jingkang_______

WANG GuanmingLU Jingkang

/s/ SHEN Minhua_____/s/ FEN Yong_________

SHEN MinhuaFEN Yong

/s/ LU Guojuo________/s/ WANG Yaodi______

LU GuojuoWANG Yaodi

/s/ LU Bin___________/s/ HUANG Wenwei ___

LU BinHUANG Wenwei

/s/ SHI Miaodi________/s/ ZHANG Huiping____

SHI MiaodiZHANG Huiping

/s/ ZHAO Zaigang_____/s/ ZHANG Xinya______

ZHAO ZaigangZHANG Xinya

/s/ SUN Weijun_______/s/ LIU Xia____________

SUN WeijunLIU Xia

EXHIBIT A

NOTICE OF TRANSFER AND ASSIGNMENT OF OPERATING AGREEMENT

To:The Board of Directors of

Xian Tianxing Bio-Pharmaceutical Co., Ltd.

From:Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.

Date:March 10, 2008

Dear Members of the Board of Directors:

This letter shall serve as formal notice of the transfer by Skystar Cayman of that certain Operating Agreement dated as of October 28, 2005 by and among Skystar Cayman, Tianxing and certain shareholders of Tianxing (the “Operating Agreement”). Effective as of March 10, 2008 (the “Transfer Date”), the Operating Agreement shall be deemed transferred, and all of Skystar Cayman’s rights and obligations thereunder assigned, to Sida Biotechnology (Xian) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China and a wholly foreign owned enterprise (“Sida”). Sida is the wholly owned subsidiary of Fortunate Time International Limited, a company incorporated under the laws of the Special Administration Region of Hong Kong (“Fortunate Time”), and Fortunate Time is the wholly owned subsidiary of Skystar Cayman. The transfer and assignment is made pursuant Section 9 of the Operating Agreement. From and after the Transfer Date, Sida shall assume from Skystar Cayman all of its rights, powers, privileges and obligations under the Operating Agreement, and shall be entitled to all remedies thereunder.

Very sincerely,

Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.

By:

Name: Weibing Lu

Title: Chairman