BMP SUNSTONE CORPORATION Officer?s Certificate Pursuant to Section 3.01 of the Indenture

1)

The title of the series of debt securities shall be “12.5% Subordinated Convertible Notes due July 1, 2011” (the “ Notes ”).

2)

The aggregate initial principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.04, 3.05, 3.06 or 9.06 of the Indenture and except for any Notes that, pursuant to Section 3.03 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is $7,000,000.

3)

Interest on each Note shall be payable to the Person in whose name such Note is registered at the close of business on the Regular Record Date (as defined below) for such interest.

4)

Each Note shall mature, and the principal amount thereof shall be payable, on July 1, 2011.

5)

The rate at which each Note shall bear interest shall be 12.5% per annum. Each Note shall bear interest from March 16, 2009 or from the most recent interest payment date to which interest has been paid or provided for. Interest on the Notes shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year (each, an “ Interest Payment Date ”), commencing on April 1, 2009. Interest shall be payable to the Person in whose name a Note is registered at the close of business on March 15, June 15, September 15 or December 15 (whether or not a business day), as the case may be, preceding the respective Interest Payment Date (each, a “ Regular Record Date ”).

a.

Section 5.01(1) of the Indenture shall be amended and restated in its entirety as follows with respect to the Notes: “a default in the payment of interest in respect of the Notes and such default continues for three (3) Business Days (whether on a date specified for the payment of interest or the prepayment or otherwise);”.

b.

Section 5.01(5) of the Indenture shall be amended and restated in its entirety as follows with respect to the Notes: “the Company or any Subsidiary defaults in any of its obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Subsidiary in an amount exceeding $1,000,000, whether such indebtedness now exists or is hereafter created, and such default results in such indebtedness becoming or being declared

due and payable prior to the date on which it would otherwise become due and payable;”.

a.

The Company will not, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, that is not subordinated in all respects to the Company’s obligations under the Notes, other than the following indebtedness in its respective current available or stated amounts (i) indebtedness secured by purchase money security interests (which will be senior only as to the underlying assets covered thereby), (ii) indebtedness under capital lease obligations (which will be senior only as to the assets covered thereby), (iii) indebtedness to any commercial bank or other institutional lender of commercial loans, or (iv) the 12.5% Secured Convertible Notes due July 1, 2011 issued pursuant to Note Exchange Agreements dated January 20, 2009 (the “ January Notes ”), the 12.5% March Exchange Secured Convertible Notes due July 1, 2011 issued pursuant to the Note Exchange Agreement dated March 13, 2009 (the “ March Exchange Notes ”), the 12.5% March Cash Secured Convertible Notes due July 1, 2011 issued pursuant to the Purchase Agreement dated March 16, 2009 (the “ March Cash Notes ”) or the 10.0% Senior Secured Promissory Notes due May 1, 2009 issued pursuant to the Subscription Agreements dated October 31, 2007 (the “ 10.0% Notes ”); provided, however, that the Company may renew, refinance or replace (A) any indebtedness contemplated by clauses (i) through (iii) in each case in the Ordinary Course of Business or (B) any indebtedness contemplated by clause (iv) in such a manner that does not (x) result in an increase in the aggregate principal amount of such indebtedness or (y) change any other term of such indebtedness (other than with respect to any security interest) that is not made available to the holders of the Notes on a pro rata basis. For purposes of this paragraph “Ordinary Course of Business” means an increase in availability or amount or change in other terms that would not require approval of the board of directors of the Company.

b.

The Company will not create, incur, assume or suffer to exist any lien on the shares of capital stock of equity securities of Sunstone China Limited (formerly named Hong Kong Fly International Health Care Limited), a Hong Kong corporation and wholly-owned Subsidiary of the Company, except to secure the January Notes, the March Exchange Notes, the March Cash Notes and the 10.0% Notes, in each case, as provided in such notes as of the date hereof.