<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>cph8kex102020107.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>

                                                                    Exhibit 10.2

                             Form of Class A Warrant

THE SECURITIES  EVIDENCED BY THIS WARRANT  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES  ACT") AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
THE  SECURITIES  ACT OR,  IN THE  OPINION  OF  COUNSEL,  IN FORM  AND  SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES,  SUCH OFFER, SALE OR TRANSFER OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.


                                 CLASS A WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                           CHINA PHARMA HOLDINGS, INC.

     (void after January ___, 2010 [third anniversary of the Issuance Date])


No. _______

     THIS CERTIFIES  THAT,  for value  received,  _______________  or registered
assigns (the "Holder"), from and after the Issuance Date (as defined below), and
subject to the terms and  conditions  herein set forth,  is entitled to purchase
from China Pharma Holdings, Inc., a Delaware corporation (the "Company"), at any
time before 5:00 p.m. New York City time on January ___, 2010 [third anniversary
of the Issuance Date] (the "Expiration Date"), __________________ (____________)
shares (the "Warrant  Shares") of the Company's  common stock,  par value $0.001
per share (the "Common Stock"),  at a price per share equal to the Warrant Price
(as defined  below) upon  exercise of this Warrant  pursuant to Section 5 below.
The number of Warrant Shares is subject to adjustment under Section 2 below.

1.   Definitions.  As  used  in this  Warrant,  the  following  terms  have  the
definitions ascribed to them below:

     (a)  "Issuance Date" means January ___, 2007.

     (b)  "Expiration Date" means January ___, 2010.

     (c)  "Offering  Warrants"  shall have the  meaning  ascribed to the term in
Section 8 below.

     (d)  "Person"  means  any  individual,  corporation,  partnership,  limited
liability  company,  trust,  incorporated or unincorporated  association,  joint
venture,  joint stock  company,  governmental  authority  or other entity of any
kind, and shall include any successor of such entity.

     (e)   "Subscription   Agreement"   means  that  certain   Subscription  and
Registration  Rights Agreement dated as of January ___, 2007 between the Company
and the initial Holder of this Warrant.

     (f)  "Warrant  Price"  means $2.38 per share  subject to  adjustment  under
Section 2 below.

2.   Adjustments and Notices.  The Warrant Price and/or the Warrant Shares shall
be subject to adjustment  from time to time in  accordance  with this Section 2.
The Warrant Price and/or the Warrant  Shares shall be adjusted to reflect all of
the following events that occur after the Issuance Date.


     (a) Stock Splits, Dividends or Stock Combinations. In the event the Company
shall at any time after the  Issuance  Date split or subdivide  the  outstanding
shares of the Common Stock or shall issue a stock  dividend  with respect to the
Common Stock or the Common Stock  Equivalents (as defined below)  (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then as of the record date of such split,  subdivision or dividend  distribution
(or the date of such split,  subdivision or dividend  distribution  if no record
date is fixed),  the Warrant Price shall be appropriately  decreased so that the
number of Warrant  Shares  for which  this  Warrant  may be  exercised  shall be
increased in  proportion  to such  increase of the aggregate of shares of Common
Stock  outstanding  and  those  issuable  with  respect  to  such  Common  Stock
Equivalents  with the number of shares of Common Stock  issuable with respect to
Common Stock Equivalents  determined from time to time as provided in Subsection
2(d)(iii) below. If the number of shares of Common Stock outstanding at any time
after the Issuance Date is decreased by a combination of the outstanding  shares
of Common Stock, then, as of the record date of such combination (or the date of
such  combination  if no record  date is  fixed),  the  Warrant  Price  shall be
appropriately  increased  so that the  number of  Warrant  Shares for which this
Warrant may be exercised  shall be decreased in  proportion  to such decrease of
the shares of Common Stock  outstanding.  In each of the  foregoing  cases,  the
adjustment shall be effective at the close of business on the record date or the
date of such split, subdivision,  stock dividend or combination, as the case may
be.

     (b) Recapitalization,  In-Kind  Distribution.  Upon any recapitalization or
other  event that  results  in a change of the number of shares of Common  Stock
issuable  upon  exercise or  conversion of this Warrant or upon the payment of a
dividend in securities or property  other than shares of the Common Stock (other
than a split,  subdivision,  combination or merger or sale of assets transaction
provided  for  elsewhere  in this  Warrant),  the Holder  shall be  entitled  to
receive,  upon exercise of this Warrant,  the number and kind of securities  and
property  that Holder  would have  received if this  Warrant had been  exercised
immediately before the record date for such  recapitalization  or other event or
immediately prior to the record date for such in-kind  dividend.  The Company or
its  successor  shall  promptly  issue  to  Holder  a new  warrant  for such new
securities or other  property.  The new warrant  shall  provide for  adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Section 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise
or conversion of the new warrant.

     (c) Reorganization,  Merger,  etc. In case of any merger,  consolidation or
similar  transaction,  which merger,  consolidation or transaction  results in a
change of control of more than a majority  of the voting  stock of the  Company,
and in case of a sale, transfer or conveyance of all or substantially all of the
assets of the Company, the Company, or such successor or purchasing corporation,
as the case may be,  shall duly  execute and deliver to the Holder  hereof a new
warrant so that the Holder shall have the right to receive,  at a total purchase
price  not to  exceed  that  payable  upon the  exercise  or  conversion  of the
unexercised  portion  of  this  Warrant,  and  in  lieu  of the  Warrant  Shares
theretofore  issuable upon exercise or conversion of this Warrant,  the kind and
amount of shares of stock, other securities,  money and property that would have
been receivable upon such merger,  consolidation,  sale, transfer, conveyance or
other  transaction  by the Holder  with  respect to the  Warrant  Shares if this
Warrant  had  been  exercised   immediately  before  the  consummation  of  such
transaction.  Such new warrant  shall provide for  adjustments  that shall be as
nearly equivalent as may be practicable to the adjustments  provided for in this
Section 2.

     (d)  Adjustment  for  Issuance of  Additional  Shares of Common Stock Below
Warrant  Price.  If the Company shall issue,  or be deemed to issue (as provided
below),  any  additional  shares of Common Stock other than Excluded  Stock,  as
defined below ("Additional  Shares of Common Stock"),  without  consideration or
for a consideration per share less than the Warrant Price in effect  immediately
prior to the issuance of such  Additional  Shares of Common  Stock,  the Warrant
Price  shall  be  reduced  concurrently  with  each  such  issuance  to a  price
calculated as follows:


                                      -2-
<PAGE>

Adjusted Warrant Price =
            (Outstanding Stock x Warrant Price) + Additional Stock Consideration
            --------------------------------------------------------------------

            Outstanding Stock + No. of Additional Shares of Common Stock

As used herein:

     "Additional Stock  Consideration"  means the consideration  received by the
Company upon the issuance of the Additional Shares of Common Stock.

     "Excluded  Stock"  means (a)  shares of Common  Stock  issued  pursuant  to
splits,  subdivisions,  stock dividends,  combinations,  in-kind  distributions,
reorganizations, or similar transactions described in Subsections 2(a), 2(b) and
2(c)  above;  (b)  shares  of Common  Stock  issued or  issuable  to  employees,
officers,  consultants  or directors of the Company or other persons  performing
services  for the  Company,  directly  or  pursuant  to a stock  option  plan or
restricted  stock plan approved by the Board of Directors and the  stockholders,
provided  that the shares so issued do not  constitute  10% or more of the total
outstanding  shares of the capital  stock of the Company;  (c) shares of capital
stock issued or issuable upon exercise of existing convertible  preferred stock,
warrants,  notes, or other convertibles securities;  (d) shares of capital stock
or warrants or options to purchase capital stock, issued in connection with bona
fide  acquisitions,  mergers and similar  transactions  that are  primarily  for
purposes  other than  raising  capital,  the terms of which are  approved by the
Board of Directors,  provided that the shares so issued do not constitute 10% or
more of the total  outstanding  shares of the capital stock of the Company;  (e)
shares of Common Stock issued or issuable upon exercise of this Warrant; and (f)
shares of Common Stock issued or issuable with affirmative vote of a majority of
the then outstanding Warrant Shares, voting together as a class.

     "Outstanding  Stock"  means  the total  number  of  shares of Common  Stock
outstanding  plus the total  number of shares  of  Common  Stock  issuable  upon
conversion  or  exercise  of  outstanding   warrants,   options  and  any  other
convertible  securities  (including  this  Warrant)  immediately  prior  to  the
issuance of the Additional  Shares of Common Stock;  provided that the number of
shares of Common Stock  outstanding  at any given time shall not include  shares
owned or held by or for the account of the Company.

     (i) No adjustment in the Warrant Price needs to be made if such  adjustment
would  result in a change in the Warrant  Price of less than one cent.  Any such
adjustment  which is not made shall be carried  forward and shall be made at the
time of and  together  with any  subsequent  adjustment  which,  on a cumulative
basis,  amounts to an  adjustment of one cent or more in the Warrant  Price.  No
adjustment  in the Warrant Price of this Warrant shall be made in respect of the
issuance of Additional Shares of Common Stock unless the consideration per share
for such  Additional  Shares of Common  Stock  issued or deemed to be issued (as
provided  below) by the Company is less than the Warrant Price then in effect on
the date immediately prior to such issuance for this Warrant.

     (ii) For purposes of making any adjustment  required under this  Subsection
2(d),  (x) in the case of issuance of Common Stock or Common  Stock  Equivalents
for  cash,  the  consideration  shall be  deemed  to be the  amount of cash paid
therefor;  and (y) in the case of issuance of the Common  Stock or Common  Stock
Equivalents  for a  consideration  in  whole or in part  other  than  cash,  the
consideration  other than cash  shall be deemed to be the fair value  thereof as
determined  in  good  faith  by  the  Board  of  Directors  irrespective  of any
accounting treatment.

     (iii) For purposes of the adjustment  required under this Subsection  2(d),
if at any time or from time to time after the Issuance  Date, the Company issues
securities  or rights  convertible  into,  or  entitling  the holder  thereof to
receive directly or indirectly,  Additional  Shares of Common Stock (the "Common


                                      -3-
<PAGE>

Stock  Equivalents"),  the following  provisions shall apply for all purposes of
this Subsection 2(d), and "Additional Shares of Common Stock" shall be deemed to
include the following:

         (1) The aggregate  maximum number of shares of Common Stock deliverable
upon  conversion,  exchange  or  exercise  (assuming  the  satisfaction  of  any
conditions to  convertibility,  exchangeability  or  exercisability,  including,
without  limitation,  the  passage of time,  but  without  taking  into  account
potential  antidilution   adjustments)  of  any  Common  Stock  Equivalents  and
subsequent conversion, exchange or exercise thereof shall be deemed to have been
issued at the time such securities were issued or such Common Stock  Equivalents
were issued and for a consideration equal to the consideration, if any, received
by the Company for any such  securities  and related  Common  Stock  Equivalents
(excluding  any  cash  received  on  account  of  accrued  interest  or  accrued
dividends), plus the minimum additional consideration, if any, to be received by
the Company  (without taking into account  potential  antidilution  adjustments)
upon the conversion,  exchange or exercise of any Common Stock  Equivalents (the
consideration in each case to be determined in the manner provided in Subsection
2(d)(ii) above).

         (2) In the event of any change in the number of shares of Common  Stock
deliverable  or in the  consideration  payable to the Company  upon  conversion,
exchange  or  exercise  of any  Common  Stock  Equivalents,  other than a change
resulting from the antidilution  provisions  thereof,  the Warrant Price, to the
extent in any way affected by or computed  using such Common Stock  Equivalents,
shall be recomputed to reflect such change,  but no further  adjustment shall be
made  for  the  actual   issuance  of  Common  Stock  or  any  payment  of  such
consideration  upon the  conversion,  exchange or exercise of such Common  Stock
Equivalents.

         (3)  Upon  the   termination  or  expiration  of  the   convertibility,
exchangeability or exercisability of any Common Stock  Equivalents,  the Warrant
Price,  to the extent in any way affected by or computed using such Common Stock
Equivalents,  shall be  recomputed to reflect the issuance of only the number of
Additional  Shares of Common  Stock (and Common  Stock  Equivalents  that remain
convertible,  exchangeable or exercisable)  actually issued upon the conversion,
exchange or exercise of such Common Stock Equivalents.

         (4) The  number  of  shares  of  Common  Stock  deemed  issued  and the
consideration  deemed paid therefor  pursuant to this  Subsection  2(d) shall be
appropriately  adjusted to reflect any change,  termination or expiration of the
type  described in either  Subsection  2(d)(iii)(2)  or Subsection  2(d)(iii)(3)
above.

     (e)   Certificate  of  Adjustment.   In  each  case  of  an  adjustment  or
readjustment  of the Warrant  Price,  the  Company,  at its own  expense,  shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate  showing such  adjustment or  readjustment,  and shall
mail such certificate,  by first class mail, postage prepaid, to the Holder. The
certificate  shall set forth such adjustment or readjustment,  showing in detail
the facts upon which such  adjustment or readjustment is based. No adjustment of
the Warrant  Price  shall be  required  to be made unless it would  result in an
increase or decrease of at least one cent, but any  adjustments not made because
of this  sentence  shall be  carried  forward  and  taken  into  account  in any
subsequent adjustment otherwise required hereunder.

     (f) No  Fractional  Shares.  No  fractional  shares shall be issuable  upon
exercise  or  conversion  of the  Warrant  and the number of shares to be issued
shall be rounded down to the nearest whole share.  If any exercise or conversion
of the Warrant would result in any fractional share, the Company shall eliminate
such  fractional  share interest by paying the Holder an amount in cash equal to
the fair market value of such  fractional  share on the date of  conversion,  as
determined in good faith by the Board of Directors.


                                      -4-
<PAGE>

3.   No Shareholder  Rights.  This Warrant, by itself, as distinguished from any
shares purchased hereunder, shall not entitle the Holder to any of the rights of
a shareholder of the Company.

4.  Reservation  of Stock.  The Company will reserve  from its  authorized  and
unissued stock a sufficient  number of shares of Common Stock to provide for the
issuance of the Warrant  Shares upon the exercise of this  Warrant.  Issuance of
this Warrant shall  constitute full authority to the Company's  officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for the Warrant  Shares  issuable upon exercise of this
Warrant.

5.   Exercise of Warrant. This Warrant may be exercised by the Holder hereof, in
whole or in part,  at any time from and after the Issuance Date and prior to the
Expiration  Date,  at the  election  of the  Holder  hereof  (with the notice of
exercise  substantially  in  the  form  attached  hereto  as  Attachment  1 duly
completed  and  executed),  by the  surrender of this  Warrant at the  principal
office of the  Company or  transfer  agent and the  payment to the  Company,  by
certified or bank check,  or by wire  transfer to an account  designated  by the
Company of an amount equal to the then  applicable  Warrant Price  multiplied by
the number of Warrant Shares then being purchased.  This Warrant shall be deemed
to have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above, and the person entitled to receive
the Warrant Shares issuable upon such exercise shall be treated for all purposes
as the holder of such shares of record as of the close of business on such date.
As promptly as practicable  after such date, the Company shall issue and deliver
to the  person  or  persons  entitled  to  receive  the  same a  certificate  or
certificates for the number of full Warrant Shares issuable upon such exercise.

6.   Transfer of Warrant.  This  Warrant may be  transferred  or assigned by the
Holder hereof as a whole or in part, provided that the transferor  provides,  at
the Company's  request,  an opinion of counsel  satisfactory to the Company that
such transfer does not require registration under the Securities Act.

7.   Legends.  Upon issuance,  the  certificate or  certificates  evidencing any
Warrant Shares shall bear legends as set forth in the Subscription  Agreement as
follows:

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
         TO  RESTRICTIONS  ON TRANSFER  UNDER THE  SECURITIES  ACT OF
         1933, AS AMENDED,  AND STATE SECURITIES LAWS, AND MAY NOT BE
         OFFERED FOR SALE, SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR
         OTHERWISE  DISPOSED  OF  UNLESS  (I)  REGISTERED  UNDER  THE
         APPLICABLE  SECURITIES  LAWS OR (II) AN OPINION OF  COUNSEL,
         WHICH OPINION AND COUNSEL ARE BOTH  REASONABLY  SATISFACTORY
         TO THE COMPANY,  HAS BEEN  DELIVERED TO THE COMPANY AND SUCH
         OPINION  STATES  THAT  THE  SECURITIES  MAY  BE  TRANSFERRED
         WITHOUT SUCH REGISTRATION."

8.   Subscription  Agreement.  This Warrant is one of a number of warrants  (the
"Offering  Warrants")  issued pursuant to the  Subscription  Agreement,  and the
Warrant Shares shall be entitled to the rights conferred  thereon and subject to
the terms and conditions under the  Subscription  Agreement,  including  without
limitation the registration rights provided therein.

9.   Termination.  This Warrant shall  terminate at 5:00 p.m. New York City time
on the Expiration Date.


                                      -5-
<PAGE>

10.  Miscellaneous.  This Warrant  shall be governed by the laws of the State of
Delaware, as such laws are applied to contracts to be entered into and performed
entirely in Delaware by Delaware residents. The headings in this Warrant are for
purposes  of  convenience  and  reference  only,  and  shall  not be  deemed  to
constitute  a part  hereof.  Neither  this  Warrant  nor any term  hereof may be
changed or waived  orally,  but only by an instrument  in writing  signed by the
Company and the Holder. All notices and other communications from the Company to
the Holder of this Warrant  shall be deemed given if deposited in mail,  postage
prepaid,  and addressed to each holder of record at his address appearing on the
books of the Company.  Upon receipt of evidence  satisfactory  to the Company of
the ownership of and the loss,  theft,  destruction or mutilation of any Warrant
and,  in the case of any  such  loss,  theft or  destruction,  upon  receipt  of
indemnity  or security  satisfactory  to the Company or, in the case of any such
mutilation,  upon surrender and  cancellation of such Warrant,  the Company will
make and deliver, in lieu of such lost, stolen,  destroyed or mutilated Warrant,
a new  Warrant of like tenor and  representing  the right to  purchase  the same
aggregate number of shares of Common Stock.

ISSUED:   January  ___, 2007


CHINA PHARMA HOLDINGS, INC.


By:__________________________________

Name:________________________________

Title:_______________________________















                                      -6-
<PAGE>

                                                                    Attachment 1
                                                                    ------------




NOTICE OF EXERCISE

TO:       CHINA PHARMA HOLDINGS, INC.

1.        The  undersigned  hereby elects to purchase  shares of Common Stock of
          the Company pursuant to the terms of the attached Warrant, and tenders
          herewith payment of the purchase price of such shares in full.

2.        Please issue a certificate or certificates  representing  said Warrant
          Shares  in the name of the  undersigned  or in such  other  name as is
          specified below:



                         ------------------------------
                 (Name in which certificate(s) are to be issued)

                         -------------------------------
                                    (Address)




                                                   -----------------------------
                                                        (Name of Warrant Holder)

                                                   By:__________________________
                                                   Title:_______________________
                                                   Date signed:_________________
</TEXT>
</DOCUMENT>
