China Public Security Technology, Inc: Exhibit 4.2 - Prepared by TNT Filings Inc.




  




Exhibit 4.2 


NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES. 


CHINA PUBLIC SECURITY TECHNOLOGY, INC. 

WARRANT 


	Warrant No. 4 
    	Original
    Issue Date: October 29, 2007 


China Public Security Technology,
Inc., a Florida corporation (the "Company"), hereby certifies that, as
partial compensation for placement agent services, Roth Capital Partners, LLC or
its registered assigns (the "Holder"), is entitled to purchase from the
Company up to a total of 300,000 shares of Common Stock (each such share, a 
"Warrant Share" and all such shares, the "Warrant Shares"), at any
time and from time to time from and after the Original Issue Date and through
and including October 28, 2012 (the "Expiration Date"), and subject to
the following terms and conditions: 

1. 

Definitions. As used in
this Warrant, the following terms shall have the respective definitions set
forth in this Section 1. 


"Affiliate" means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 144. 

"Business Day"
means any day except Saturday, Sunday and any day which is a federal legal
holiday or a day on which banking institutions in the State of New York or the
PRC are authorized or required by law or other governmental action to close. 


"Common Stock" means the common stock of the
Company, par value $0.01 per share, and any securities into which such common
stock may hereafter be reclassified. 


"Exchange Act" means the Securities Exchange Act
of 1934, as amended. 




"Exercise Price" means $9.60,
subject to adjustment in accordance with Section 9. 

"Fundamental Transaction"
means any of the following: (1) the Company effects any merger or consolidation
of the Company with or into another Person, (2) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions, (3) any tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or
property, or (4) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property. 


"New York Courts" means the state
and federal courts sitting in the City of New York, Borough of Manhattan. 


"Original Issue Date" means the
Original Issue Date first set forth on the first page of this Warrant. 


"Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind. 


"Rule 144" means Rule 144
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Securities and Exchange Commission having
substantially the same effect as such Rule. 


"Securities Act" means the
Securities Act of 1933, as amended. 


"Subsidiary" means any
"significant subsidiary" as defined in Rule 1-02(w) of the Regulation S-X
promulgated by the Securities and Exchange Commission under the Exchange Act.


"Trading Day"
means (i) a day on which the Common Stock is traded on a Trading Market (other
than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a
Trading Market (other than the OTC Bulletin Board), a day on which the Common
Stock is traded in the over-the-counter market, as reported by the OTC Bulletin
Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day
on which the Common Stock is quoted in the over-the-counter market as reported
by the Pink Sheets, LLC (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
Trading Day shall mean a Business Day. 


"Trading Market" means whichever
of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global
Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC
Bulletin Board on which the Common Stock is listed or quoted for trading on the
date in question. 


"Warrant Shares" means the shares
of Common Stock issuable upon exercise of this Warrant. 





2.



Registration of Warrant. The
Company shall register this Warrant upon records to be maintained by the Company
for that purpose (the "Warrant Register"), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary. 

3.




Registration of Transfers. The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein. Upon any such registration or transfer,
a new Warrant to purchase Common Stock, in substantially the form of this
Warrant (any such new Warrant, a "New Warrant"), evidencing the portion
of this Warrant so transferred shall be issued to the transferee and a New
Warrant evidencing the remaining portion of this Warrant not so transferred, if
any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant. 

4.



Exercise and Duration of Warrants.
This Warrant shall be exercisable by the registered Holder at any time and from
time to time on or after the Original Issue Date through and including the
Expiration Date. At 6:30 p.m., New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value. The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder. 

5. 

Delivery of Warrant Shares. 


(a)



To effect exercises hereunder, the Holder
shall not be required to physically surrender this Warrant unless the aggregate
Warrant Shares represented by this Warrant is being exercised. Upon delivery of
the Exercise Notice (in the form attached hereto) to the Company (with the
attached Warrant Shares Exercise Log) at its address for notice set forth herein
and upon payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, the Company shall promptly
(but in no event later than three Trading Days after the Date of Exercise (as
defined herein)) issue and deliver to the Holder, a certificate for the Warrant
Shares issuable upon such exercise. The Company shall, upon request of the
Holder and subsequent to the date on which a registration statement covering the
resale of the Warrant Shares has been declared effective by the Securities and
Exchange Commission, use its reasonable best efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions, if available,
provided, that, the Company may, but will not be required to change its transfer
agent if its current transfer agent cannot deliver Warrant Shares electronically
through the Depository Trust Corporation. A "Date of Exercise" means the
date on which the Holder shall have delivered to the Company: (i) the Exercise
Notice (with the Warrant Exercise Log attached to it), appropriately completed
and duly signed and (ii) if such Holder is not utilizing the cashless exercise
provisions set forth in this Warrant, payment of the Exercise Price for the
number of Warrant Shares so indicated by the Holder to be purchased. 

(b)


If
by the third Trading Day after a Date of Exercise the Company fails to deliver
the required number of Warrant Shares in the manner required pursuant to Section
5(a), then the Holder will have the right to rescind such exercise. 




(c)



If by the third Trading Day after a Date
of Exercise the Company fails to deliver the required number of Warrant Shares
in the manner required pursuant to Section 5(a), and if after such third Trading
Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the closing bid price of the
Common Stock on the Date of Exercise and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In. 

(d)



The Company's obligations to issue and
deliver Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the
issuance of Warrant Shares. Nothing herein shall limit a Holder's right to
pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company's failure to timely deliver
certificates representing Warrant Shares upon exercise of the Warrant as
required pursuant to the terms hereof. 

6.



Charges, Taxes and Expenses.
Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding
tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Company; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other
than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof. 

7.



Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company’s
obligation to issue the New Warrant. 




8.



Reservation of Warrant Shares. The
Company covenants that during the term that the Warrant is exercisable, the
Company will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as
herein provided, the number of Warrant Shares which are then issuable and
deliverable upon the exercise of this entire Warrant, free from preemptive
rights or any other contingent purchase rights of Persons other than the Holder
(taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. 

9.



Certain Adjustments. The Exercise
Price and number of Warrant Shares issuable upon exercise of this Warrant are
subject to adjustment from time to time as set forth in this Section 9. 

(a)



Stock Dividends and Splits. If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination. 

(b)



Fundamental Transactions. If, at any time while this Warrant is outstanding
there is a Fundamental Transaction, then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind
of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the "Alternate Consideration").
For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction. 




(c)



Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to this Section 9 the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment. 

(d)



Calculations. All calculations under this
Section 9 shall be made to the nearest cent or the nearest 1/100th of
a share, as applicable. 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, and the disposition of any such shares shall be considered an issue or
sale of Common Stock. 

(e)



Notice of Adjustments. Upon the occurrence
of each adjustment pursuant to this Section 9, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement
of the adjusted Exercise Price and adjusted number or type of Warrant Shares or
other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company's Transfer Agent. 

(f)



Notice of Corporate Events. If the Company
(i) declares a dividend or any other distribution of cash, securities or other
property in respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any capital stock of
the Company or any Subsidiary, (ii) authorizes or approves, enters into any
agreement contemplating or solicits stockholder approval for any Fundamental
Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then the Company shall deliver to the
Holder a notice describing the material terms and conditions of such transaction
(but only to the extent such disclosure would not result in the dissemination of
material, non-public information to the Holder) at least 10 calendar days prior
to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice. 

10.



Payment of Exercise Price. The
Holder may pay the Exercise Price in one of the following manners: 

(a)


Cash Exercise. The
Holder may deliver immediately available funds; 

or 


(b)



Cashless Exercise. The
Holder may notify the Company in an Exercise Notice of its election to utilize
cashless exercise, in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows: 

	 	X = Y [(A-B)/A]
	
    where:
	 
	 	X = the number of
    Warrant Shares to be issued to the Holder.
	 	Y = the number of
    Warrant Shares with respect to which this
	 	Warrant is being
    exercised.
	 	A = the average of the
    closing prices for the five Trading Days
	 	immediately prior to
    (but not including) the Date of Exercise.
	 	B = the Exercise
    Price.





For purposes of Rule 144 promulgated under the Securities
Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued. 

11. 

Limitations on
Exercise. Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially owned by such Holder and its
Affiliates and any other Persons whose beneficial ownership of Common Stock
would be aggregated with the Holder's for purposes of Section 13(d) of the
Exchange Act, does not exceed 9.99% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant. This restriction may
not be waived. Notwithstanding anything to the contrary contained in this
Warrant, (a) no term of this Section may be waived by any party, nor amended
such that the threshold percentage of ownership would be directly or indirectly
increased, (b) this restriction runs with the Warrant and may not be modified or
waived by any subsequent holder hereof and (c) any attempted waiver,
modification or amendment of this Section will be void ab initio. 

12. 

No Fractional
Shares. No fractional shares of Warrant Shares will be issued in connection
with any exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the closing price of one Warrant Share as reported by the
applicable Trading Market on the date of exercise. 




13. 

Notices.
Any and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to 21st
Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong,
518040, People’s Republic of China, Attn: Chief Executive Officer, or to
facsimile no.: (+86) 755-8370-9333 (or such other address as the Company shall
indicate in writing in accordance with this Section), with a copy to Louis A.
Bevilacqua, Esq., Thelen Reid Brown Raysman & Steiner, LLP, 701 Eighth Street,
NW, Washington, DC 20005, facsimile number (202) 654-1804, or (ii) if to the
Holder, to the address or facsimile number appearing on the Warrant Register or
such other address or facsimile number as the Holder may provide to the Company
in accordance with this Section. 

14. 

Warrant Agent.
The Company shall serve as warrant agent under this Warrant. Upon 10 days'
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new
warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or
shareholders services business shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder's last address as shown on
the Warrant Register. 

15. 

Miscellaneous. 


(a)



This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and assigns. Subject to the preceding sentence, nothing in this
Warrant shall be construed to give to any Person other than the Company and the
Holder any legal or equitable right, remedy or cause of action under this
Warrant. This Warrant may be amended only in writing signed by the Company and
the Holder and their successors and assigns. The foregoing sentence shall be
subject to the restrictions on waivers and amendments set forth in Section 11 of
this Warrant. 

(b)


All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of this
Warrant and the transactions herein contemplated ("Proceedings") (whether
brought against a party hereto or its respective Affiliates, employees or
agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any 
New York Court, or that such Proceeding
has been commenced in an improper or inconvenient forum. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Warrant or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of this Warrant, then the
prevailing party in such Proceeding shall be reimbursed by the other party for
its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding. 





(c) 

The headings herein are for
convenience only, do not constitute a part of this Warrant and shall not be
deemed to limit or affect any of the provisions hereof. 

(d) 

In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant. 

(e)



Prior to exercise of this Warrant, the Holder hereof shall not, by reason of
being a Holder, be entitled to any rights of a stockholder with respect to the
Warrant Shares. 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE
FOLLOWS] 



        


IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed by its authorized officer as of the date first
indicated above. 

	 	CHINA PUBLIC
    SECURITY TECHNOLOGY, INC.
	 	 
	 	By:/s/Jiang Huai
    Lin
	 	Jiang Huai Lin
	 	President and Chief
    Executive Officer








EXERCISE NOTICE 

CHINA PUBLIC SECURITY TECHNOLOGY, INC. 

WARRANT DATED OCTOBER 29, 2007 


The undersigned Holder hereby irrevocably elects to purchase
_____________ shares of Common Stock pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant. 

(1) 

The undersigned Holder hereby
exercises its right to purchase _________________ Warrant Shares pursuant to the
Warrant. 

(2) 

The Holder intends that payment of
the Exercise Price shall be made as (check one): ____ "Cash Exercise" under
Section 10 ____ "Cashless Exercise" under Section 10 

(3) 

If the holder has elected a Cash
Exercise, the holder shall pay the sum of $____________ to the Company in
accordance with the terms of the Warrant. 

(4) 

Pursuant to this Exercise Notice,
the Company shall deliver to the holder _______________ Warrant Shares in
accordance with the terms of the Warrant. 

(5) 

By its delivery of
this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not
beneficially own in excess of the number of shares of Common Stock (determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934)
permitted to be owned under Section 11 of this Warrant to which this notice
relates. 

	Dated:	Name of Holder:
	 	(Print)
	 	By:
	 	Name:
	 	Title:
	 	(Signature must
    conform in all respects to
	 	name of holder as
    specified on the face of the
	 	Warrant)





Warrant Shares Exercise Log 

	
    Date	
    Number of Warrant Shares Available to
    be Exercised 	
    Number of Warrant Shares Exercised
    	
    Number of Warrant Shares Remaining to
    be Exercised 
	 	 	 	 





CHINA PUBLIC SECURITY TECHNOLOGY, INC. 

WARRANT DATED OCTOBER 29, 2007 

WARRANT NO. 4 

FORM OF ASSIGNMENT 

[To be completed and signed only upon transfer of
Warrant] 

FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto ________________________________ the
right represented by the above-captioned Warrant to purchase ____________ shares
of Common Stock to which such Warrant relates and appoints ________________
attorney to transfer said right on the books of the Company with full power of
substitution in the premises. 

Dated: _______________, ____ 

	 	
    (Signature must conform in all
    respects to name
	 	of holder
    as specified on the face of the
		Warrant)
	 	 
	 	 
	 	 
	 	
    Address of Transferee
	 	 
	
    In the presence of: