f8k0808ex10vi_guangzhou.htm


    
      EXHIBIT
        C

       

      NEITHER
        THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
        THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
        OR
        OTHER LOAN SECURED BY SUCH SECURITIES.

      


      FORM
        OF COMMON STOCK PURCHASE WARRANT

      


       GUANGZHOU
        GLOBAL TELECOM, INC.

       

      
        
          	
                  Warrant
                    Shares: _______

                	
                  Initial
                    Exercise Date: July __, 2007

                


        

      

       

       

      THIS
        COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
        received, _____________ (the “Holder”) is entitled, upon the terms and
        subject to the limitations on exercise and the conditions hereinafter set
        forth,
        at any time on or after the date hereof (the “Initial Exercise Date”) and
        on or prior to the close of business on the five year anniversary of the
        Initial
        Exercise Date (the “Termination Date”) but not thereafter, to subscribe
        for and purchase from Guangzhou Global Telecom, Inc., a Florida corporation
        (the
“Company”), up to ______ shares (the “Warrant Shares”) of Common
        Stock.  The purchase price of one share of Common Stock under this
        Warrant shall be equal to the Exercise Price, as defined in Section
        2(b).

       

      Section
        1.                         Definitions.  Capitalized
        terms used and not otherwise defined herein shall have the meanings set forth
        in
        that certain Securities Purchase Agreement (the “Purchase Agreement”),
        dated July __, 2007, among the Company and the purchasers signatory
        thereto.

       

      Section
        2.                         Exercise.

       

      a)  Exercise
        of Warrant.  Exercise of the purchase rights represented by this
        Warrant may be made, in whole or in part, at any time or times on or after
        the
        Initial Exercise Date and on or before the Termination Date by delivery to
        the
        Company of a duly executed facsimile copy of the Notice of Exercise Form
        annexed
        hereto (or such other office or agency of the Company as it may designate
        by
        notice in writing to the registered Holder at the address of the Holder
        appearing on the books of the Company); and, within 3 Trading Days of the
        date
        said Notice of Exercise is delivered to the Company, the Company shall have
        received  payment of the aggregate Exercise Price of the shares
        thereby purchased by wire transfer or cashier’s check drawn on a United States
        bank.  

       

       

      
        
          
          

        

        
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      Notwithstanding
        anything herein to the contrary, the Holder shall not be required to physically
        surrender this Warrant to the Company until the Holder has purchased all
        of the
        Warrant Shares available hereunder and the Warrant has been exercised in
        full,
        in which case, the Holder shall surrender this Warrant to the Company for
        cancellation within 3 Trading Days of the date the final Notice of Exercise
        is
        delivered to the Company.  Partial exercises of this Warrant resulting
        in purchases of a portion of the total number of Warrant Shares available
        hereunder shall have the effect of lowering the outstanding number of Warrant
        Shares purchasable hereunder in an amount equal to the applicable number
        of
        Warrant Shares purchased.  The Holder and the Company shall maintain
        records showing the number of Warrant Shares purchased and the date of such
        purchases.  The Company shall deliver any objection to any Notice of
        Exercise Form within 1 Business Day of receipt of such notice.  In the
        event of any dispute or discrepancy, the records of the Holder shall be
        controlling and determinative in the absence of manifest error. The
        Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
        that, by reason of the provisions of this paragraph, following the purchase
        of a
        portion of the Warrant Shares hereunder, the number of Warrant Shares available
        for purchase hereunder at any given time may be less than the amount stated
        on
        the face hereof.

       

      b)  Exercise
        Price.  The exercise price per share of the Common Stock under
        this Warrant shall be $1.12, subject to adjustment hereunder
        (the “Exercise Price”).

       

      c)  Cashless
        Exercise.  If at any time after one year from the Closing there is
        no effective Registration Statement registering, or no current prospectus
        available for, the resale of the Warrant Shares by the Holder, then this
        Warrant
        may also be exercised at such time by means of a “cashless exercise” in which
        the Holder shall be entitled to receive a certificate for the number of Warrant
        Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
        where:

       

      
        
          	
                   

                	
                  (A)
                    =  the VWAP on the Trading Day immediately preceding the date of
                    such election;

                


        

         

      

      
        	
                 

              	
                (B)
                  =  the Exercise Price of this Warrant, as adjusted;
                  and

              


      

       

      
        
          	
                   

                	
                  (X)
                    =  the number of Warrant Shares issuable upon exercise of this
                    Warrant in accordance with the terms of this Warrant by means
                    of a cash
                    exercise rather than a cashless
                    exercise.

                


        

         

      

      Notwithstanding
        anything herein to the contrary, on the Termination Date, this Warrant shall
        be
        automatically exercised via cashless exercise pursuant to this Section
        2(c).

      


      
        
          
          

        

        
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      d)  Holder’s
        Restrictions.  The Company shall not effect any exercise of this
        Warrant, and a Holder shall not have the right to exercise any portion of
        this
        Warrant, pursuant to Section 2 or otherwise, to the extent that after giving
        effect to such issuance after exercise as set forth on the applicable Notice
        of
        Exercise, the Holder (together with the Holder’s Affiliates, and any other
        person or entity acting as a group together with the Holder or any of the
        Holder’s Affiliates), would beneficially own in excess of the Beneficial
        Ownership Limitation (as defined below).  For purposes of the foregoing
        sentence, the number of shares of Common Stock beneficially owned by the
        Holder
        and its Affiliates shall include the number of shares of Common Stock issuable
        upon exercise of this Warrant with respect to which such determination is
        being
        made, but shall exclude the number of shares of Common Stock which would
        be
        issuable upon (A) exercise of the remaining, nonexercised portion of this
        Warrant beneficially owned by the Holder or any of its Affiliates and (B)
        exercise or conversion of the unexercised or nonconverted portion of any
        other
        securities of the Company (including, without limitation, any
        other  Common Stock Equivalents) subject to a limitation on conversion
        or exercise analogous to the limitation contained herein beneficially owned
        by
        the Holder or any of its affiliates.  Except as set forth in the preceding
        sentence, for purposes of this Section 2(d), beneficial ownership shall be
        calculated in accordance with Section 13(d) of the Exchange Act and the rules
        and regulations promulgated thereunder, it being acknowledged by the Holder
        that
        the Company is not representing to the Holder that such calculation is in
        compliance with Section 13(d) of the Exchange Act and the Holder is solely
        responsible for any schedules required to be filed in accordance
        therewith.   To the extent that the limitation contained in this
        Section 2(d) applies, the determination of whether this Warrant is exercisable
        (in relation to other securities owned by the Holder together with any
        Affiliates) and of which portion of this Warrant is exercisable shall be
        in the
        sole discretion of the Holder, and the submission of a Notice of Exercise
        shall
        be deemed to be the Holder’s determination of whether this Warrant is
        exercisable (in relation to other securities owned by the Holder together
        with
        any Affiliates) and of which portion of this Warrant is exercisable, in each
        case subject the Beneficial Ownership Limitation, and the Company shall have
        no
        obligation to verify or confirm the accuracy of such
        determination.   In addition, a determination as to any group
        status as contemplated above shall be determined in accordance with Section
        13(d) of the Exchange Act and the rules and regulations promulgated
        thereunder.  For purposes of this Section 2(d), in determining the
        number of outstanding shares of Common Stock, a Holder may rely on the number
        of
        outstanding shares of Common Stock as reflected in (x) the Company’s most recent
        Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public
        announcement by the Company or (z) any other notice by the Company or the
        Company’s Transfer Agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of a Holder, the Company
        shall within two Trading Days confirm orally and in writing to the Holder
        the
        number of shares of Common Stock then outstanding.  In any case, the number
        of outstanding shares of Common Stock shall be determined after giving effect
        to
        the conversion or exercise of securities of the Company, including this Warrant,
        by the Holder or its Affiliates since the date as of which such number of
        outstanding shares of Common Stock was reported.  

       

       

      
        
          
          

        

        
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      The
        “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
        of the Common Stock outstanding immediately after giving effect to the issuance
        of shares of Common Stock issuable upon exercise of this Warrant.  The
        Beneficial Ownership Limitation provisions of this Section 2(d) may be waived
        by
        the Holder, at the election of the Holder, upon not less than 61 days’ prior
        notice to the Company to change the Beneficial Ownership Limitation to 9.99%
        of
        the number of shares of the Common Stock outstanding immediately after giving
        effect to the issuance of shares of Common Stock upon exercise of this Warrant,
        and the provisions of this Section 2(d) shall continue to apply.  Upon
        such a change by a Holder of the Beneficial Ownership Limitation from such
        4.99%
        limitation to such 9.99% limitation, the Beneficial Ownership Limitation
        may not
        be further waived by the Holder.  The provisions of this paragraph
        shall be construed and implemented in a manner otherwise than in strict
        conformity with the terms of this Section 2(d) to correct this paragraph
        (or any
        portion hereof) which may be defective or inconsistent with the intended
        Beneficial Ownership Limitation herein contained or to make changes or
        supplements necessary or desirable to properly give effect to such limitation.
        The limitations contained in this paragraph shall apply to a successor holder
        of
        this Warrant.

       

      e)  Mechanics
        of Exercise.

       

      i.  Delivery
        of Certificates Upon Exercise.  Certificates for shares purchased
        hereunder shall be transmitted by the transfer agent of the Company to the
        Holder by crediting the account of the Holder’s prime broker with the Depository
        Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
        system if the Company is a participant in such system and there is an effective
        Registration Statement permitting the resale of the Warrant Shares by the
        Holder, and otherwise by physical delivery to the address specified by the
        Holder in the Notice of Exercise within 3 Trading Days from the delivery
        to the
        Company of the Notice of Exercise Form, surrender of this Warrant (if required)
        and payment of the aggregate Exercise Price as set forth above (“Warrant
        Share Delivery Date”).  This Warrant shall be deemed to have been
        exercised on the date the Exercise Price is received by the
        Company.  The Warrant Shares shall be deemed to have been issued, and
        Holder or any other person so designated to be named therein shall be deemed
        to
        have become a holder of record of such shares for all purposes, as of the
        date
        the Warrant has been exercised by payment to the Company of the Exercise
        Price
        (or by cashless exercise, if permitted) and all taxes required to be paid
        by the
        Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such
        shares, have been paid. If the Company fails for any reason to deliver to
        the
        Holder certificates evidencing the Warrant Shares subject to a Notice of
        Exercise by the Warrant Share Delivery Date, the Company shall pay to the
        Holder, in cash, as liquidated damages and not as a penalty, for each $1,000
        of
        Warrant Shares subject to such exercise (based on the VWAP of the Common
        Stock
        on the date of the applicable Notice of Exercise), $10 per Trading Day
        (increasing to $20 per Trading Day on the fifth Trading Day after such
        liquidated damages begin to accrue) for each Trading Day after such Warrant
        Share Delivery Date until such certificates are delivered.

       

      
        
          
          

        

        
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      ii.  Delivery
        of New Warrants Upon Exercise.  If this Warrant shall have been
        exercised in part, the Company shall, at the request of a Holder and upon
        surrender of this Warrant certificate, at the time of delivery of the
        certificate or certificates representing Warrant Shares, deliver to Holder
        a new
        Warrant evidencing the rights of Holder to purchase the unpurchased Warrant
        Shares called for by this Warrant, which new Warrant shall in all other respects
        be identical with this Warrant.

       

      iii.  Rescission
        Rights.  If the Company fails to cause its transfer agent to
        transmit to the Holder a certificate or certificates representing the Warrant
        Shares pursuant to this Section 2(e)(i) by the Warrant Share Delivery Date,
        then
        the Holder will have the right to rescind such exercise.

       

      iv.  Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.  In addition to any other rights available to the
        Holder, if the Company fails to cause its transfer agent to transmit to the
        Holder a certificate or certificates representing the Warrant Shares pursuant
        to
        an exercise on or before the Warrant Share Delivery Date, and if after such
        date
        the Holder is required by its broker to purchase (in an open market transaction
        or otherwise) or the Holder’s brokerage firm otherwise purchases, 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
        times (B) the price at which the sell order giving rise to such purchase
        obligation was executed, 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.  For example, if the
        Holder purchases Common Stock having a total purchase price of $11,000 to
        cover
        a Buy-In with respect to an attempted exercise of shares of Common Stock
        with an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Company shall be required
        to pay the Holder $1,000. The Holder shall provide the Company written notice
        indicating the amounts payable to the Holder in respect of the Buy-In and,
        upon
        request of the Company, evidence of the amount of such loss.  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 shares of Common Stock
        upon
        exercise of the Warrant as required pursuant to the terms hereof.

       

      
        
          
          

        

        
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      v.  No
        Fractional Shares or Scrip.  No fractional shares or scrip
        representing fractional shares shall be issued upon the exercise of this
        Warrant.  As to any fraction of a share which Holder would otherwise
        be entitled to purchase upon such exercise, the Company shall at its election,
        either pay a cash adjustment in respect of such final fraction in an amount
        equal to such fraction multiplied by the Exercise Price or round up to the
        next
        whole share.

       

      vi.  Charges,
        Taxes and Expenses.  Issuance of certificates for Warrant Shares
        shall be made without charge to the Holder for any issue or transfer tax
        or
        other incidental expense in respect of the issuance of such certificate,
        all of
        which taxes and expenses shall be paid by the Company, and such certificates
        shall be issued in the name of the Holder or in such name or names as may
        be
        directed by the Holder; provided, however, that in the event
        certificates for Warrant Shares are to be issued in a name other than the
        name
        of the Holder, this Warrant when surrendered for exercise shall be accompanied
        by the Assignment Form attached hereto duly executed by the Holder; and the
        Company may require, as a condition thereto, the payment of a sum sufficient
        to
        reimburse it for any transfer tax incidental thereto.

       

      vii.  Closing
        of Books.  The Company will not close its stockholder books or
        records in any manner which prevents the timely exercise of this Warrant,
        pursuant to the terms hereof.

       

      Section
        3.                         Certain
        Adjustments.

       

      a)  Stock
        Dividends and Splits. If the Company, at any time while this Warrant is
        outstanding: (A) pays a stock dividend or otherwise make a distribution or
        distributions on shares of its Common Stock or any other equity or equity
        equivalent securities payable in shares of Common Stock (which, for avoidance
        of
        doubt, shall not include any shares of Common Stock issued by the Company
        upon
        exercise of this Warrant), (B) subdivides outstanding shares of Common Stock
        into a larger number of shares, (C) combines (including by way of reverse
        stock
        split) outstanding shares of Common Stock into a smaller number of shares,
        or
        (D) issues by reclassification of shares of the Common Stock any shares of
        capital stock of the Company, then in each case the Exercise Price shall
        be
        multiplied by a fraction of which the numerator shall be the number of shares
        of
        Common Stock (excluding treasury shares, if any) outstanding immediately
        before
        such event and of which the denominator shall be the number of shares of
        Common
        Stock outstanding immediately after such event and the number of shares issuable
        upon exercise of this Warrant shall be proportionately adjusted such that
        the
        aggregate Exercise Price of this Warrant shall remain unchanged.  Any
        adjustment made pursuant to this Section 3(a) shall become effective immediately
        after the record date for the determination of stockholders entitled to receive
        such dividend or distribution and shall become effective immediately after
        the
        effective date in the case of a subdivision, combination or
        re-classification.

       

      
        
          
          

        

        
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      b)  Subsequent
        Equity Sales. If the Company or any Subsidiary thereof, as applicable, at
        any time while this Warrant is outstanding, shall sell or grant any option
        to
        purchase, or sell or grant any right to reprice, or otherwise dispose of
        or
        issue (or announce any offer, sale, grant or any option to purchase or other
        disposition) any Common Stock or Common Stock Equivalents entitling any Person
        to acquire shares of Common Stock, at an effective price per share less than
        the
        then Exercise Price (such lower price, the “Base Share Price” and such
        issuances collectively, a “Dilutive Issuance”) (if the holder of the
        Common Stock or Common Stock Equivalents so issued shall at any time, whether
        by
        operation of purchase price adjustments, reset provisions, floating conversion,
        exercise or exchange prices or otherwise, or due to warrants, options or
        rights
        per share which are issued in connection with such issuance, be entitled
        to
        receive shares of Common Stock at an effective price per share which is less
        than the Exercise Price, such issuance shall be deemed to have occurred for
        less
        than the Exercise Price on such date of the Dilutive Issuance), then the
        Exercise Price shall be reduced and only reduced to equal the Base Share
        Price
        and the number of Warrant Shares issuable hereunder shall be increased such
        that
        the aggregate Exercise Price payable hereunder, after taking into account
        the
        decrease in the Exercise Price, shall be equal to the aggregate Exercise
        Price
        prior to such adjustment.  Such adjustment shall be made whenever such
        Common Stock or Common Stock Equivalents are issued.  Notwithstanding
        the foregoing, no adjustments shall be made, paid or issued under this Section
        3(b) in respect of an Exempt Issuance.  The Company shall notify the
        Holder in writing, no later than the Trading Day following the issuance of
        any
        Common Stock or Common Stock Equivalents subject to this Section 3(b),
        indicating therein the applicable issuance price, or applicable reset price,
        exchange price, conversion price and other pricing terms (such notice the
        “Dilutive Issuance Notice”).  For purposes of clarification,
        whether or not the Company provides a Dilutive Issuance Notice pursuant to
        this
        Section 3(b), upon the occurrence of any Dilutive Issuance, after the date
        of
        such Dilutive Issuance the Holder is entitled to receive a number of Warrant
        Shares based upon the Base Share Price regardless of whether the Holder
        accurately refers to the Base Share Price in the Notice of
        Exercise.

       

      c)  Subsequent
        Rights Offerings.  If the Company, at any time while the Warrant
        is outstanding, shall issue rights, options or warrants to all holders of
        Common
        Stock (and not to Holders) entitling them to subscribe for or purchase shares
        of
        Common Stock at a price per share less than the VWAP at the record date
        mentioned below, then the Exercise Price shall be multiplied by a fraction,
        of
        which the denominator shall be the number of shares of the Common Stock
        outstanding on the date of issuance of such rights or warrants plus the number
        of additional shares of Common Stock offered for subscription or purchase,
        and
        of which the numerator shall be the number of shares of the Common Stock
        outstanding on the date of issuance of such rights or warrants plus the number
        of shares which the aggregate offering price of the total number of shares
        so
        offered (assuming receipt by the Company in full of all consideration payable
        upon exercise of such rights, options or warrants) would purchase at such
        VWAP.  Such adjustment shall be made whenever such rights or warrants
        are issued, and shall become effective immediately after the record date
        for the
        determination of stockholders entitled to receive such rights, options or
        warrants.

       

      
        
          
          

        

        
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      d)  Pro
        Rata Distributions.  If the Company, at any time while this
        Warrant is outstanding, shall distribute to all holders of Common Stock (and
        not
        to Holders of the Warrants) evidences of its indebtedness or assets (including
        cash and cash dividends) or rights or warrants to subscribe for or purchase
        any
        security other than the Common Stock (which shall be subject to Section 3(b)),
        then in each such case the Exercise Price shall be adjusted by multiplying
        the
        Exercise Price in effect immediately prior to the record date fixed for
        determination of stockholders entitled to receive such distribution by a
        fraction of which the denominator shall be the VWAP determined as of the
        record
        date mentioned above, and of which the numerator shall be such VWAP on such
        record date less the then per share fair market value at such record date
        of the
        portion of such assets or evidence of indebtedness so distributed applicable
        to
        one outstanding share of the Common Stock as determined by the Board of
        Directors in good faith.  In either case the adjustments shall be
        described in a statement provided to the Holder of the portion of assets
        or
        evidences of indebtedness so distributed or such subscription rights applicable
        to one share of Common Stock.  Such adjustment shall be made whenever
        any such distribution is made and shall become effective immediately after
        the
        record date mentioned above.

       

      e)  Fundamental
        Transaction. If, at any time while this Warrant is outstanding, (A) the
        Company effects any merger or consolidation of the Company with or into another
        Person, (B) the Company effects any sale of all or substantially all of its
        assets in one or a series of related transactions, (C) 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 (D) 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 (each “Fundamental Transaction”), then, upon
        any subsequent exercise of this Warrant, the Holder shall have the right
        to
        receive, for each Warrant Share that would have been issuable upon such exercise
        immediately prior to the occurrence of such Fundamental Transaction, the
        number
        of shares of Common Stock of the successor or acquiring corporation or of
        the
        Company, if it is the surviving corporation, and any additional consideration
        (the “Alternate Consideration”) receivable as a result of such merger,
        consolidation or disposition of assets by a holder of the number of shares
        of
        Common Stock for which this Warrant is exercisable immediately prior to such
        event. 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.  

       

       

      
        
          
          

        

        
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      To
        the
        extent necessary to effectuate the foregoing provisions, any successor to
        the
        Company or surviving entity in such Fundamental Transaction shall issue to
        the
        Holder a new warrant consistent with the foregoing provisions and evidencing
        the
        Holder’s right to exercise such warrant into Alternate Consideration. 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 Section 3(e) and insuring that this Warrant (or any
        such
        replacement security) will be similarly adjusted upon any subsequent transaction
        analogous to a Fundamental Transaction. Notwithstanding anything to the
        contrary, in the event of a Fundamental Transaction that is (1) an all cash
        transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the
        Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction
        involving a person or entity not traded on a national securities exchange,
        the
        Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
        Market, the Company or any successor entity shall pay at the Holder’s option,
        exercisable at any time concurrently with or within 30 days after the
        consummation of the Fundamental Transaction, an amount of cash equal to the
        value of this Warrant as determined in accordance with the Black Scholes
        Option
        Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a
        price per share of Common Stock equal to the VWAP of the Common Stock for
        the
        Trading Day immediately preceding the date of consummation of the
        applicable  Fundamental Transaction, (ii) a risk-free interest rate
        corresponding to the U.S. Treasury rate for a period equal to the remaining
        term
        of this Warrant as of the date of consummation of the applicable Fundamental
        Transaction and (iii) an expected volatility equal to the 100 day volatility
        obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading
        Day immediately following the public announcement of the applicable Fundamental
        Transaction.

       

      f)  Calculations.
        All calculations under this Section 3 shall be made to the nearest cent or
        the
        nearest 1/100th of a share, as the case may be. For purposes of this Section
        3,
        the number of shares of Common Stock deemed to be issued and outstanding
        as of a
        given date shall be the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

       

      g)  Notice
        to Holder.

       

      i.  Adjustment
        to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any
        provision of this Section 3, the Company shall promptly mail to the Holder
        a
        notice setting forth the Exercise Price after such adjustment and setting
        forth
        a brief statement of the facts requiring such adjustment. If the Company
        enters
        into a Variable Rate Transaction (as defined in the Purchase Agreement),
        despite
        the prohibition thereon in the Purchase Agreement, the Company shall be deemed
        to have issued Common Stock or Common Stock Equivalents at the lowest possible
        conversion or exercise price at which such securities may be converted or
        exercised.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      ii.  Notice
        to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or
        any other distribution in whatever form) on the Common Stock; (B) the Company
        shall declare a special nonrecurring cash dividend on or a redemption of
        the
        Common Stock; (C) the Company shall authorize the granting to all holders
        of the
        Common Stock rights or warrants to subscribe for or purchase any shares of
        capital stock of any class or of any rights; (D) the approval of any
        stockholders of the Company shall be required in connection with any
        reclassification of the Common Stock, any consolidation or merger to which
        the
        Company is a party, any sale or transfer of all or substantially all of the
        assets of the Company, of any compulsory share exchange whereby the Common
        Stock
        is converted into other securities, cash or property; (E) the Company shall
        authorize the voluntary or involuntary dissolution, liquidation or winding
        up of
        the affairs of the Company; then, in each case, the Company shall cause to
        be
        mailed to the Holder at its last address as it shall appear upon the Warrant
        Register of the Company, at least 20 calendar days prior to the applicable
        record or effective date hereinafter specified, a notice stating (x) the
        date on
        which a record is to be taken for the purpose of such dividend, distribution,
        redemption, rights or warrants, or if a record is not to be taken, the date
        as
        of which the holders of the Common Stock of record to be entitled to such
        dividend, distributions, redemption, rights or warrants are to be determined
        or
        (y) the date on which such reclassification, consolidation, merger, sale,
        transfer or share exchange is expected to become effective or close, and
        the
        date as of which it is expected that holders of the Common Stock of record
        shall
        be entitled to exchange their shares of the Common Stock for securities,
        cash or
        other property deliverable upon such reclassification, consolidation, merger,
        sale, transfer or share exchange; provided that the failure to mail such
        notice
        or any defect therein or in the mailing thereof shall not affect the validity
        of
        the corporate action required to be specified in such notice.  The
        Holder is entitled to exercise this Warrant during the period commencing
        on the
        date of such notice to the effective date of the event triggering such
        notice.

       

      Section
        4.                         Transfer
        of Warrant.

       

      a)  Transferability.  Subject
        to compliance with any applicable securities laws and the conditions set
        forth
        in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase
        Agreement, this Warrant and all rights hereunder (including, without limitation,
        any registration rights) are transferable, in whole or in part, upon surrender
        of this Warrant at the principal office of the Company or its designated
        agent,
        together with a written assignment of this Warrant substantially in the form
        attached hereto duly executed by the Holder or its agent or attorney and
        funds
        sufficient to pay any transfer taxes payable upon the making of such
        transfer.  Upon such surrender and, if required, such payment, the
        Company shall execute and deliver a new Warrant or Warrants in the name of
        the
        assignee or assignees and in the denomination or denominations specified
        in such
        instrument of assignment, and shall issue to the assignor a new Warrant
        evidencing the portion of this Warrant not so assigned, and this Warrant
        shall
        promptly be cancelled.  A Warrant, if properly assigned, may be
        exercised by a new holder for the purchase of Warrant Shares without having
        a
        new Warrant issued.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

       

      b)  New
        Warrants. This Warrant may be divided or combined with other Warrants upon
        presentation hereof at the aforesaid office of the Company, together with
        a
        written notice specifying the names and denominations in which new Warrants
        are
        to be issued, signed by the Holder or its agent or attorney.  Subject
        to compliance with Section 4(a), as to any transfer which may be involved
        in
        such division or combination, the Company shall execute and deliver a new
        Warrant or Warrants in exchange for the Warrant or Warrants to be divided
        or
        combined in accordance with such notice. All Warrants issued on transfers
        or
        exchanges shall be dated the original Issue Date and shall be identical with
        this Warrant except as to the number of Warrant Shares issuable pursuant
        thereto.

       

      c)  Warrant
        Register. 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.

       

      d)  Transfer
        Restrictions. If, at the time of the surrender of this Warrant in connection
        with any transfer of this Warrant, the transfer of this Warrant shall not
        be
        registered pursuant to an effective registration statement under the Securities
        Act and under applicable state securities or blue sky laws, the Company may
        require, as a condition of allowing such transfer, that the Holder or transferee
        of this Warrant, as the case may be, comply with the provisions of Section
        5.7
        of the Purchase Agreement.

       

      Section
        5.                         Miscellaneous.

       

      a)  No
        Rights as Shareholder Until Exercise.  This Warrant does not
        entitle the Holder to any voting rights or other rights as a shareholder
        of the
        Company prior to the exercise hereof as set forth in Section
        2(e)(i).

       

      b)  Loss,
        Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
        receipt by the Company of evidence reasonably satisfactory to it of the loss,
        theft, destruction or mutilation of this Warrant or any stock certificate
        relating to the Warrant Shares, and in case of loss, theft or destruction,
        of
        indemnity or security reasonably satisfactory to it (which, in the case of
        the
        Warrant, shall not include the posting of any bond), and upon surrender and
        cancellation of such Warrant or stock certificate, if mutilated, the Company
        will make and deliver a new Warrant or stock certificate of like tenor and
        dated
        as of such cancellation, in lieu of such Warrant or stock
        certificate.

       

      c)  Saturdays,
        Sundays, Holidays, etc.  If the last or appointed day for the
        taking of any action or the expiration of any right required or granted herein
        shall not be a Business Day, then such action may be taken or such right
        may be
        exercised on the next succeeding Business Day.

       

      d)  Authorized
        Shares.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      The
        Company covenants that during the period the Warrant is outstanding, it will
        reserve from its authorized and unissued Common Stock a sufficient number
        of
        shares to provide for the issuance of the Warrant Shares upon the exercise
        of
        any purchase rights under this Warrant.  The Company further covenants
        that its issuance of this Warrant shall constitute full authority to its
        officers who are charged with the duty of executing stock certificates to
        execute and issue the necessary certificates for the Warrant Shares upon
        the
        exercise of the purchase rights under this Warrant.  The Company will
        take all such reasonable action as may be necessary to assure that such Warrant
        Shares may be issued as provided herein without violation of any applicable
        law
        or regulation, or of any requirements of the Trading Market upon which the
        Common Stock may be listed.  The Company covenants that all Warrant
        Shares which may be issued upon the exercise of the purchase rights represented
        by this Warrant will, upon exercise of the purchase rights represented by
        this
        Warrant, be duly authorized, validly issued, fully paid and nonassessable
        and
        free from all taxes, liens and charges created by the Company in respect
        of the
        issue thereof (other than taxes in respect of any transfer occurring
        contemporaneously with such issue).

       

      Except
        and to the extent as waived or consented to by the Holder, the Company shall
        not
        by any action, including, without limitation, amending its certificate of
        incorporation or through any reorganization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary action,
        avoid or seek to avoid the observance or performance of any of the terms
        of this
        Warrant, but will at all times in good faith assist in the carrying out of
        all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder as set forth in this Warrant
        against
        impairment.  Without limiting the generality of the foregoing, the
        Company will (a) not increase the par value of any Warrant Shares above the
        amount payable therefor upon such exercise immediately prior to such increase
        in
        par value, (b) take all such action as may be necessary or appropriate in
        order
        that the Company may validly and legally issue fully paid and nonassessable
        Warrant Shares upon the exercise of this Warrant, and (c) use commercially
        reasonable efforts to obtain all such authorizations, exemptions or consents
        from any public regulatory body having jurisdiction thereof as may be necessary
        to enable the Company to perform its obligations under this
        Warrant.

       

      Before
        taking any action which would result in an adjustment in the number of Warrant
        Shares for which this Warrant is exercisable or in the Exercise Price, the
        Company shall obtain all such authorizations or exemptions thereof, or consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof.

       

      e)  Jurisdiction.
        All questions concerning the construction, validity, enforcement and
        interpretation of this Warrant shall be determined in accordance with the
        provisions of the Purchase Agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      f)  Restrictions.  The
        Holder acknowledges that the Warrant Shares acquired upon the exercise of
        this
        Warrant, if not registered, will have restrictions upon resale imposed by
        state
        and federal securities laws.

       

      g)  Nonwaiver
        and Expenses.  No course of dealing or any delay or failure to
        exercise any right hereunder on the part of Holder shall operate as a waiver
        of
        such right or otherwise prejudice Holder’s rights, powers or remedies,
        notwithstanding the fact that all rights hereunder terminate on the Termination
        Date.  If the Company willfully and knowingly fails to comply with any
        provision of this Warrant, which results in any material damages to the Holder,
        the Company shall pay to Holder such amounts as shall be sufficient to cover
        any
        costs and expenses including, but not limited to, reasonable attorneys’ fees,
        including those of appellate proceedings, incurred by Holder in collecting
        any
        amounts due pursuant hereto or in otherwise enforcing any of its rights,
        powers
        or remedies hereunder.

       

      h)  Notices.  Any
        notice, request or other document required or permitted to be given or delivered
        to the Holder by the Company shall be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      i)  Limitation
        of Liability.  No provision hereof, in the absence of any
        affirmative action by Holder to exercise this Warrant to purchase Warrant
        Shares, and no enumeration herein of the rights or privileges of Holder,
        shall
        give rise to any liability of Holder for the purchase price of any Common
        Stock
        or as a stockholder of the Company, whether such liability is asserted by
        the
        Company or by creditors of the Company.

       

      j)  Remedies.  Holder,
        in addition to being entitled to exercise all rights granted by law, including
        recovery of damages, will be entitled to specific performance of its rights
        under this Warrant.  The Company agrees that monetary damages would
        not be adequate compensation for any loss incurred by reason of a breach
        by it
        of the provisions of this Warrant and hereby agrees to waive and not to assert
        the defense in any action for specific performance that a remedy at law would
        be
        adequate.

       

      k)  Successors
        and Assigns.  Subject to applicable securities laws, this Warrant
        and the rights and obligations evidenced hereby shall inure to the benefit
        of
        and be binding upon the successors of the Company and the successors and
        permitted assigns of Holder.  The provisions of this Warrant are
        intended to be for the benefit of all Holders from time to time of this Warrant
        and shall be enforceable by any the Holder or holder of Warrant
        Shares.

       

      l)  Amendment.  This
        Warrant may be modified or amended or the provisions hereof waived with the
        written consent of the Company and the Holder.

       

      m)  Severability.  Wherever
        possible, each provision of this Warrant shall be interpreted in such manner
        as
        to be effective and valid under applicable law, but if any provision of this
        Warrant shall be prohibited by or invalid under applicable law, such provision
        shall be ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining provisions
        of
        this Warrant.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      n)  Headings.  The
        headings used in this Warrant are for the convenience of reference only and
        shall not, for any purpose, be deemed a part of this Warrant.

       

      


      ********************

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

       

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

       

      


      
 

      
        	
                GUANGZHOU
                  GLOBAL TELECOM, INC.

                 

                 

              
	
                By:/s/ 
                  Li Yanquan                        

                     Name:
                  Li Yanquan

                     Title:
                  Chief Executive Officer

                 

              


      

      


      


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      NOTICE
        OF EXERCISE

      


      TO:           GUANGZHOU
        GLOBAL TELECOM, INC.

      


      (1)  The
        undersigned hereby elects to purchase ________ Warrant Shares of the Company
        pursuant to the terms of the attached Warrant (only if exercised in full),
        and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      (2)  Payment
        shall take the form of (check applicable box):

       

      [  ]
        in lawful money of the United States; or

       

      [
        ] [if
        permitted] the cancellation of such number of Warrant Shares as is necessary,
        in
        accordance with the formula set forth in subsection 2(c), to exercise this
        Warrant with respect to the maximum number of Warrant Shares purchasable
        pursuant to the cashless exercise procedure set forth in subsection
        2(c).

       

      (3)  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:

       

      _______________________________

      


      


      The
        Warrant Shares shall be delivered to the following DWAC Account Number or
        by
        physical delivery of a certificate to:

      


      _______________________________

      


      _______________________________

      


      _______________________________

      


      (4)  Accredited
        Investor.  The undersigned is an “accredited investor” as defined
        in Regulation D promulgated under the Securities Act of 1933, as
        amended.

      


      [SIGNATURE
        OF HOLDER]

      


      Name
        of
        Investing Entity:
        ________________________________________________________________________

      Signature
        of Authorized Signatory of Investing Entity:
        _________________________________________________

      Name
        of
        Authorized Signatory:
        ___________________________________________________________________

      Title
        of
        Authorized Signatory:
        ____________________________________________________________________

      Date:
        ________________________________________________________________________________________

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute

      this
        form
        and supply required information.

      Do
        not
        use this form to exercise the warrant.)

      


      


      


      FOR
        VALUE
        RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and
        all
        rights evidenced thereby are hereby assigned to

       

      


      _______________________________________________
        whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:  ______________,
        _______

      


      


      Holder’s
        Signature:                                           _____________________________

      


      Holder’s
        Address:                                            _____________________________

      


                _____________________________

      


      


      


      Signature
        Guaranteed:  ___________________________________________

      


      


      NOTE:  The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust
        company.  Officers of corporations and those acting in a fiduciary or
        other representative capacity should file proper evidence of authority to
        assign
        the foregoing Warrant.