THIS AMENDMENT (the "Amendment") is made and entered into as of __________, 2007 by and between
BIOSTAR PHARMACEUTICALS, INC., a Maryland corporation (the "Company"), with headquarters located
at Shiji Avenue, Xianyang City, Shaanxi province, P.R. China, 712000, and_____________________ ( the
WHEREAS, the Company and the Purchaser entered into a Preferred Stock and Warrant Purchase Agreement
as of _________, 2007 pursuant to which the Purchaser purchases shares of the Company's Series A
Convertible Stock and the Common Stock Purchase Warrants (the "Agreement"); and
WHEREAS, the Company and the Purchaser wish to amend the Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and obligations set
forth herein, the Company and the Purchaser hereby agree as follows:
1. Amendment to Section 1.1 of the Agreement. The reference to "the Company" in the eighth line of Section 1.1
of the Agreement shall be deleted and "the Purchaser" shall be substituted therefor.
2. Amendment to Section 4.2 of the Agreement. Section 4.2 of the Agreement shall be deleted in its entirety and
replaced with following:
"Securities Laws; Disclosure; Press Release. The Company agrees to file a Form D with respect to the Securities
with the SEC as required under Regulation D."
3. Amendment to Section 4.6 of the Agreement. Section 4.6 of the Agreement shall be deleted in its entirety and
replaced with as the following:
" 4.6 Conversion.
(i) Each share of Series A Preferred Stock is convertible into shares of Common Stock at the Conversion Price
(as such term hereinafter defined) for such share, determined as hereafter provided, immediately upon the
valuation of the Common Stock by the Valuation Firm (as defined below) (the "Conversion Trigger Date"). Prior
to the initial filing of a registration statement under the Securities Act of 1933, the corporation shall obtain from a