**THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.**
 
 SERIES
        E
        WARRANT TO PURCHASE
 
 SHARES
        OF
        COMMON STOCK
 
 OF
 
 SINO
        GAS
        INTERNATIONAL HOLDINGS INC.
 
 Expires
        May 14, 2012
 No.:
                    W-E-07-01
                Number
                    of Shares:1,094,891Date
                    of Issuance: May 15, 2007
  
 FOR
        VALUE
        RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
        Sino
        Gas International Holdings, Inc., a Utah corporation (together with its
        successors and assigns, the " Issuer "),
        hereby certifies that Vision Opportunity Master Fund, Ltd. or its registered
        assigns (the “ Holder ”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to One Million Ninety Four Thousand Eight Hundred Ninety One
        ( 1,094,891 )
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable common stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect on the terms and
        conditions hereinafter set forth. Capitalized terms used in this Warrant
        and not
        otherwise defined herein shall have the meanings specified in Section 8
        hereof.
 
 1.  Term .
        The
        term of this Warrant shall commence on May 15, 2007 and shall expire at 6:00
        p.m., eastern time, on May 14, 2012 (such period being the " Term ").
 
 2. Method
            of Exercise; Payment; Issuance of New Warrant; Transfer and
            Exchange .
 
 (a)  Time
        of Exercise .
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for up to 1,094,891 shares
        of common stock of the Issuer.
 
 (b)  Method
        of Exercise .
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto as Exhibit
        A duly
        executed) at the principal office of the Issuer, and by the payment to the
        Issuer of an amount of consideration therefor equal to the Warrant Price
        in
        effect on the date of such exercise multiplied by the number of shares of
        Warrant Stock with respect to which this Warrant is then being exercised,
        payable at such Holder's election (i) by certified or official bank check
        or by
        wire
        transfer to an account designated by the Issuer, (ii) by
        "cashless exercise" in accordance with the provisions of subsection (c) of
        this
        Section 2, but only when a registration statement under the Securities Act
        providing for the resale of the Warrant Stock is not then in effect, or (iii)
        by
        a combination of the foregoing methods of payment selected by the
        Holder.
  
  (c)  Cashless
        Exercise .
        Notwithstanding any provisions herein to the contrary, and commencing eighteen
        (18) months following the Original Issue Date, if (i) the Per Share Market
        Value
        of one share of Common Stock is greater than the Warrant Price (at the date
        of
        calculation as set forth below) and (ii) a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is not in effect
        by
        the date on which such registration statement is required to be effective
        pursuant to the Registration Rights Agreement (as defined in the Purchase
        Agreement) or not effective at any time during the Effectiveness Period (as
        defined in the Registration Rights Agreement), then in accordance with the
        terms
        of the Registration Rights Agreement, in lieu of exercising this Warrant
        by
        payment of cash, the Holder may exercise this Warrant by a cashless exercise,
        and shall receive the number of shares of Common Stock equal to an amount
        as
        determined below, by surrender of this Warrant at the principal office of
        the
        Issuer together with the properly endorsed Notice of Exercise, in which event
        the Issuer shall issue to the Holder a number of shares of Common Stock computed
        using the following formula:
 
 X
        = Y - (A)(Y)
 B
 
 Where
              X
                  =
              the
                  number of shares of Common Stock to be issued to the
                  Holder.
 
 Y
                  =
              the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.
 
 A
                  =
              the
                  Warrant Price.
 
 B
                =
              the
                  Per Share Market Value of one share of Common
                  Stock
 
 (d)  Issuance
        of Stock Certificates .
        In the
        event of any exercise of the rights represented by this Warrant in accordance
        with and subject to the terms and conditions hereof, certificates for the
        shares
        of Warrant Stock so purchased shall be dated the date of such exercise and
        delivered to the Holder hereof within a reasonable time, not exceeding three
        (3)
        Trading Days after such exercise (the “ Delivery
        Date ”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect),
        issued and delivered to the Depository Trust Company (“ DTC ”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“ DWAC ”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise. The
        Holder
        shall deliver this original Warrant, or an indemnification undertaking with
        respect to such Warrant in the case of its loss, theft or destruction, at
        such
        time that this Warrant is fully exercised. With respect to partial exercises
        of
        this Warrant, the Issuer shall keep written records for the Holder of the
        number
        of shares of Warrant Stock exercised as of each date of exercise.
  -2-
  (e)  Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise .
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “ Buy-In” ),
        then
        the Issuer 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 shares of Warrant Stock that the Issuer 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 shares of Warrant Stock 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 Issuer 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 Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. 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
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.
 
 (f)  Transferability
        of Warrant .
        Subject
        to Section 2(h) hereof, this Warrant, and the rights evidenced hereby, may
        be
        transferred by a Holder, in whole or in part, without the consent of the
        Issuer.
        If transferred pursuant to this paragraph, this Warrant may be transferred
        on
        the books of the Issuer by the Holder hereof in person or by duly authorized
        attorney, upon surrender of this Warrant at the principal office of the Issuer,
        properly endorsed (by the Holder executing an assignment in the form attached
        hereto) and upon payment of any necessary transfer tax or other governmental
        charge imposed upon such transfer. This Warrant is exchangeable at the principal
        office of the Issuer for Warrants to purchase the same aggregate number of
        shares of Warrant Stock, each new Warrant to represent the right to purchase
        such number of shares of Warrant Stock as the Holder hereof shall designate
        at
        the time of such exchange. 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 shares of Warrant Stock issuable pursuant
        thereto.
  -3-
  (g)  Continuing
        Rights of Holder .
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if
        any such Holder shall fail to make any such request, the failure shall not
        affect the continuing obligation of the Issuer to afford such rights to such
        Holder.
 
 (h)  Compliance
        with Securities Laws.
 
 (i)  The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder's own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.
 
 (ii)  Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:
 
 THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.
  -4-
  (iii)  The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer and removal
        as
        the Issuer may reasonably request. Such proposed transfer and removal will
        not
        be effected until: (a) either (i) the Issuer has received an opinion of counsel
        reasonably satisfactory to the Issuer, to the effect that the registration
        of
        such securities under the Securities Act is not required in connection with
        such
        proposed transfer, (ii) a registration statement under the Securities Act
        covering such proposed disposition has been filed by the Issuer with the
        Securities and Exchange Commission and has become effective under the Securities
        Act, (iii) the Issuer has received other evidence reasonably satisfactory
        to the
        Issuer that such registration and qualification under the Securities Act
        and
        state securities laws are not required, or (iv) the Holder provides the Issuer
        with reasonable assurances that such security can be sold pursuant to Rule
        144
        under the Securities Act; and (b) either (i) the Issuer has received an opinion
        of counsel reasonably satisfactory to the Issuer, to the effect that
        registration or qualification under the securities or "blue sky" laws of
        any
        state is not required in connection with such proposed disposition, or (ii)
        compliance with applicable state securities or "blue sky" laws has been effected
        or a valid exemption exists with respect thereto. The Issuer will respond
        to any
        such notice from a holder within three (3) Trading Days. In the case of any
        proposed transfer under this Section 2(h), the Issuer will use reasonable
        efforts to comply with any such applicable state securities or "blue sky"
        laws,
        but shall in no event be required, (x) to qualify to do business in any state
        where it is not then qualified, or (y) to take any action that would subject
        it
        to tax or to the general service of process in any state where it is not
        then
        subject. The restrictions on transfer contained in this Section 2(h) shall
        be in
        addition to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. W henever
        a
        certificate representing the Warrant Stock is required to be issued to a
        the
        Holder without a legend, in lieu of delivering physical certificates
        representing the Warrant Stock (provided
        that a registration statement under the Securities Act providing for the
        resale
        of the Warrant Stock is then in effect) ,
        the
        Issuer shall cause its transfer agent to electronically transmit the Warrant
        Stock to the Holder by crediting the account of the Holder's Prime Broker
        with
        DTC through its DWAC system.
 
 (i)  Accredited
        Investor .
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities Act.
 
 3.  Stock
        Fully Paid; Reservation and Listing of Shares; Covenants .
 
 (a)  Stock
        Fully Paid .
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred percent (100%)
        of
        the number of shares of Common Stock issuable upon exercise of this Warrant
        without regard to any limitations on exercise.
 
 (b)  Reservation .
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.
  -5-
  (c)  Covenants .
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles **** of
        Incorporation or the by-laws of the Issuer, or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue or sale of
        securities or any other 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 the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the
        Articles **** of
        Incorporation or by-laws of the Issuer in any manner that would adversely
        affect
        the rights of the Holders of the Warrants, (iii) take all such action as
        may be
        reasonably necessary in order that the Issuer may validly and legally issue
        fully paid and nonassessable shares of Common Stock, free and clear of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.
 
 (d)  Loss,
        Theft, Destruction of Warrants .
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.
 
 (e)  Payment
        of Taxes .
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided , however ,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.
  -6-
  4.  Adjustment
        of Warrant Price .
        The
        price at which such shares of Warrant Stock may be purchased upon exercise
        of
        this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.
 
 (a)  Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale .
 
 (i)
        In
        case the Issuer after the Original Issue Date shall do any of the following
        (each, a " Triggering
        Event "):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, other than any event set forth in Section 4(b) below, then,
        and
        in the case of each such Triggering Event, proper provision shall be made
        so
        that, upon the basis and the terms and in the manner provided in this Warrant,
        the Holder of this Warrant shall be entitled upon the exercise hereof at
        any
        time after the consummation of such Triggering Event, to the extent this
        Warrant
        is not exercised prior to such Triggering Event, to receive at the Warrant
        Price
        in effect at the time immediately prior to the consummation of such Triggering
        Event in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided , however ,
        the
        Holder at its option may elect to receive an amount in cash equal to the
        value
        of this Warrant calculated in accordance with the Black-Scholes formula.
        Notwithstanding anything in the foregoing to the contrary, this Section 4(a)(i)
        shall only apply if the surviving entity pursuant to any such Triggering
        Event
        is a company that has a class of equity securities registered
        pursuant to the Securities Exchange Act of 1934, as amended, and its common
        stock is listed or quoted on a national securities exchange, national automated
        quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is
        registered pursuant to the Securities Exchange Act of 1934, as amended, or
        its
        common stock is not listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, then the Holder shall
        have
        the right to demand that the Issuer pay to the Holder an amount in cash equal
        to
        the value of this Warrant calculated in accordance with the Black-Scholes
        formula.
  -7-
  (ii)
        Notwithstanding anything contained in this Warrant to the contrary and so
        long
        as the surviving entity pursuant to any Triggering Event is a company that
        has a
        class of equity securities registered
        pursuant to the Securities Exchange Act of 1934, as amended, and its common
        stock is listed or quoted on a national securities exchange, national automated
        quotation system or the OTC Bulletin Board ,
        a
        Triggering Event shall not be deemed to have occurred if, prior to the
        consummation thereof, each Person (other than the Issuer) which may be required
        to deliver any Securities, cash or property upon the exercise of this Warrant
        as
        provided herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and such Person shall have similarly
        delivered to such Holder an opinion of counsel for such Person, which counsel
        shall be reasonably satisfactory to such Holder, or in the alternative, a
        written acknowledgement executed by the President or Chief Financial Officer
        of
        the Issuer, stating that this Warrant shall thereafter continue in full force
        and effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which such Person may be required to deliver upon any exercise
        of
        this Warrant or the exercise of any rights pursuant hereto.
 
 (b)  Stock
        Dividends, Subdivisions and Combinations .
        If at
        any time the Issuer shall:
 
 (i)  make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock (other than in connection with the dividend payable
        in
        shares of Common Stock to be issued by the Issuer to the Issuer’s stockholders
        in connection with the spin-off of the Issuer’s wholly-owned subsidiary, Pegasus
        Tel, Inc.),
 
 (ii)  subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or
 
 (iii)  combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock (other
        than pursuant to the Reverse Split) ,
 
 then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.
  -8-
  (c)  Certain
        Other Distributions .
        If at
        any time the Issuer shall make or issue or set a record date for the
        determination of the holders of the Common Stock for the purpose of entitling
        them to receive any divi-dend or other distribution of:
 
 (i)  cash
        (other than a cash dividend payable out of earnings or earned surplus legally
        available for the payment of dividends under the laws of the jurisdiction
        of
        incorporation of the Issuer),
 
 (ii)  any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or
 
 (iii)  any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),
 
 then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm of recognized
        national standing acceptable to (but not affiliated with) the Holder) of
        any and
        all such evidences of indebtedness, shares of stock, other securities or
        property or warrants or other subscription or purchase rights so distributable,
        and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
        Warrant Price then in effect multiplied by the number of shares of Common
        Stock
        for which this Warrant is exercisable immediately prior to the adjustment
        divided by (B) the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately after such adjustment. A reclassification of the
        Common
        Stock (other than a change in par value, or from par value to no par value
        or
        from no par value to par value) into shares of Common Stock and shares of
        any
        other class of stock shall be deemed a distribution by the Issuer to the
        holders
        of its Common Stock of such shares of such other class of stock within the
        meaning of this Section 4(c) and, if the outstanding shares of Common Stock
        shall be changed into a larger or smaller number of shares of Common Stock
        as a
        part of such reclassification, such change shall be deemed a subdivision
        or
        combination, as the case may be, of the outstanding shares of Common Stock
        within the meaning of Section 4(b).
 
 (d)  Issuance
        of Additional Shares of Common Stock .
        In the
        event the Issuer shall at any time within the two (2) year period following
        the
        Original Issuance Date issue any Additional Shares of Common Stock (otherwise
        than as provided in the foregoing subsections (b) through (c) of this Section
        4), at a price per share less than $2.74 or without consideration, then the
        Warrant Price upon each such issuance shall be adjusted to the price equal
        to
        the consideration per share paid for such Additional Shares of Common
        Stock.
  -9-
  (e)  Issuance
        of Common Stock Equivalents .
        In the
        event the Issuer shall at any time within the two (2) year period following
        the
        Original Issuance Date take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than $2.74 immediately prior to the time of such
        issue
        or sale, or if, after any such issuance of Common Stock Equivalents, the
        price
        per share for which Additional Shares of Common Stock may be issuable thereafter
        is amended or adjusted, and such price as so amended shall be less than $2.74
        at
        the time of such amendment or adjustment, then the Warrant Price then in
        effect
        shall be adjusted as provided in Section 4(d). No further adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect shall be made upon the actual issue of such
        Common
        Stock upon conversion or exchange of such Common Stock Equivalents.
  (f)  Other
        Provisions Applicable to Adjustments under this Section .
        The
        following provisions shall be ap-plicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:
 
 (i)  Computation
        of Consideration .
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board and acceptable to the Holder, of such portion of the assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional con-sideration payable to the
        Issuer upon exercise of such warrants or other rights. The consideration
        for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        war-rants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(f)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.
  -10-
  (ii)  When
        Adjustments to Be Made .
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.
 
 (iii)  Fractional
        Interests .
        In
        computing ad-justments under this Section 4, fractional interests in Common
        Stock shall be taken into account to the near-est one one-hundredth
        (1/100 th )
        of a
        share.
 
 (iv)  When
        Adjustment Not Required .
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.
  -11-
  (g)  Form
        of Warrant after Adjustments .
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.
 
 (h)  Escrow
        of Warrant Stock .
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder
        exer-cises this Warrant, any shares of Common Stock issuable upon exercise
        by
        reason of such adjustment shall be deemed the last shares of Common Stock
        for
        which this Warrant is exercised (notwithstanding any other provision to the
        contrary herein) and such shares or other property shall be held in escrow
        for
        the Holder by the Issuer to be issued to the Holder upon and to the extent
        that
        the event actually takes place, upon payment of the current Warrant Price.
        Notwithstanding any other provision to the contrary herein, if the event
        for
        which such record was taken fails to occur or is rescinded, then such escrowed
        shares shall be cancelled by the Issuer and escrowed property
        returned.
 
 5.  Notice
        of Adjustments .
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an "adjustment"),
        the
        Issuer shall cause its Chief Financial Officer to prepare and execute a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to an Independent Appraiser reasonably acceptable to
        the
        Issuer and the Holder. The Issuer shall use its best efforts to cause the
        Independent Appraiser to perform the calculations and notify the Issuer and
        the
        Holder of the results no later than five (5) business days from the time
        it
        receives the disputed calculation. Such Independent Appraiser’s calculation
        shall be binding upon all parties absent manifest error. The reasonable expenses
        of the Independent Appraiser in making such determination shall be paid by
        the
        Issuer, in the event the Holder's calculation was correct, or by the Holder,
        in
        the event the Issuer’s calculation was correct, or equally by the Issuer and the
        Holder in the event that neither the Issuer's or the Holder's calculation
        was
        correct.
 
 6.  Fractional
        Shares .
        No
        fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.
 
 7.  Ownership
        Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock owned by such Holder at
        such
        time, the number of shares of Common Stock which would result in such Holder
        beneficially owning (as determined in accordance with Section 13(d) of the
        Exchange Act and the rules thereunder) in excess of 9.9% of the then issued
        and
        outstanding shares of Common Stock; provided , however ,
        that
        upon a holder of this Warrant providing the Issuer with sixty-one (61) days
        notice (pursuant to Section 12 hereof) (the " Waiver
        Notice ")
        that
        such Holder would like to waive this Section 7 with regard to any or all
        shares
        of Common Stock issuable upon exercise of this Warrant, this Section 7 will
        be
        of no force or effect with regard to all or a portion of the Warrant referenced
        in the Waiver Notice; provided , further ,
        that
        this provision shall be of no further force or effect during the sixty-one
        (61)
        days immediately preceding the expiration of the term of this
        Warrant.
  -12-
  8.  Definitions .
        For the
        purposes of this Warrant, the following terms have the following
        meanings:
 
 " Additional
        Shares of Common Stock "
        means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Issuer’s securities, (ii) securities issued
        pursuant to the conversion or exercise of convertible or exercisable securities
        issued or outstanding on or prior to the Original Issue Date or issued pursuant
        to the Purchase Agreement or the Exercise Agreement (so long as the conversion
        or exercise price in such securities are not amended to lower such price
        and/or
        adversely affect the Holders), (iii) the Warrant Stock, (iv) securities issued
        (other than for cash) in connection with an acquisition of the Issuer, (v)
        any
        warrants issued to the placement agent for the transactions contemplated
        by the
        Purchase Agreement or the Exercise Agreement, (vi) securities issued in
        connection with strategic license agreements and other partnering arrangements
        so long as such issuances are not for the purpose of raising capital and
        the
        Issuer has received the prior written consent of the Holder, and (vii) the
        issuance of Common Stock or the issuance or grants of options to purchase
        Common
        Stock pursuant to the Issuer's stock option plans and employee stock purchase
        plans and which have been approved by the Issuer’s Board of Directors so long as
        such issuances in the aggregate do not exceed ten percent (10%) of the Issuer’s
        issued and outstanding Common Stock as of the Original Issue Date.
  " Articles
        of Incorporation "
        means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.
 
 " Board "
        shall
        mean the Board of Directors of the Issuer.
 
 " Capital
        Stock "
        means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.
  -13-
  " Common
        Stock "
        means
        the Common Stock, par value $.001 per share, of the Issuer and any other
        Capital
        Stock into which such stock may hereafter be changed.
 
 " Common
        Stock Equivalent "
        means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.
 
 " Convertible
        Securities "
        means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term "Convertible Security" means one of the Convertible
        Securities.
 
 “ Exercise
        Agreement ”
means
        the agreement relating to the exercise of a Series J Warrant of the Issuer
        and
        the issuance of this Warrant, dated as of the Original Issue Date, among
        the
        Issuer and the Holder.
 
 " Governmental
        Authority "
        means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.
 
 " Holders "
        mean
        the Persons who shall from time to time own any Warrant. The term "Holder"
        means
        one of the Holders.
 
 " Independent
        Appraiser "
        means a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.
 
 " Issuer "
        means
        Sino Gas International Holdings, Inc., a Utah corporation, and its successors.
 
 " Majority
        Holders "
        means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.
 
 " Original
        Issue Date "
        means
        May 15, 2007.
 
 " OTC
        Bulletin Board "
        means
        the over-the-counter electronic bulletin board.
 
 " Other
        Common "
        means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.
  -14-
  “ Outstanding
        Common Stock ”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.
 " Person "
        means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.
 
 " Per
        Share Market Value "
        means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC
        Bulletin Board or
        another registered national stock exchange on which the Common Stock is then
        listed, or if there is no closing price on such date, then the closing bid
        price
        on such date, or if there is no closing bid price on such date, then the
        closing
        price on such exchange or quotation system on the date nearest preceding
        such
        date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board
        or
        any registered national stock exchange, the last closing price for a share
        of
        Common Stock in the over-the-counter market, as reported by the OTC Bulletin
        Board or in the National Quotation Bureau Incorporated or similar organization
        or agency succeeding to its functions of reporting prices, at the close of
        business on such date, or if there is no closing price on such date, then
        the
        closing bid price on such date, or (c) if the Common Stock is not then reported
        by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or
        similar organization or agency succeeding to its functions of reporting prices),
        then the average of the "Pink Sheet" quotes for the five (5) Trading Days
        preceding such date of determination, or (d) if the Common Stock is not then
        publicly traded the fair market value of a share of Common Stock as determined
        by an Independent Appraiser selected in good faith by the Majority Holders; provided , however ,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided , further that all
        determinations of the Per Share Market Value shall be appropriately adjusted
        for
        any stock dividends, stock splits or other similar transactions during such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.
 
 " Purchase
        Agreement "
        means
        the Series B Convertible Preferred Stock Purchase Agreement dated as of
        September 7, 2006, among the Issuer and the Purchasers.
 
 " Purchasers "
        means
        the purchasers of the Series B Convertible Preferred Stock **** and
        Warrants issued by the Issuer pursuant to the Purchase Agreement and the
        Holder.
  -15-
  " Securities "
        means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. "Security" means one of the Securities.
 
 " Securities
        Act "
        means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.
 
 " Subsidiary "
        means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.
 
 " Term "
        has the
        meaning specified in Section 1 hereof.
 
 " Trading
        Day "
        means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided , however ,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.
 
 " Voting
        Stock "
        means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.
 
 " Warrants "
        means
        the Warrants issued and sold pursuant to the Purchase Agreement and the Exercise
        Agreement, including, without limitation, this Warrant, and any other warrants
        of like tenor issued in substitution or exchange for any thereof pursuant
        to the
        provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other
        Warrants.
 
 " Warrant
        Price "
        initially means U.S. $3.01, as such price may be adjusted from time to time
        as
        shall result from the adjustments specified in this Warrant, including Section
        4
        hereto.
 
 " Warrant
        Share Number "
        means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.
  -16-
  " Warrant
        Stock "
        means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.
 
 9.  Other
        Notices .
        In case
        at any time:
 
 (A)
              the
                  Issuer shall make any distributions to the holders of Common Stock;
                  or
 
 (B)
              the
                  Issuer shall authorize the granting to all holders of its Common
                  Stock of
                  rights to subscribe for or purchase any shares of Capital Stock
                  of any
                  class or other rights; or
 
 (C)
              there
                  shall be any reclassification of the Capital Stock of the Issuer;
                  or
 
 (D)
              there
                  shall be any capital reorganization by the Issuer;
                  or
 
 (E)
              there
                  shall be any (i) consolidation or merger involving the Issuer or
                  (ii)
                  sale, transfer or other disposition of all or substantially all
                  of the
                  Issuer's property, assets or business (except a merger or other
                  reorganization in which the Issuer shall be the surviving corporation
                  and
                  its shares of Capital Stock shall continue to be outstanding and
                  unchanged
                  and except a consolidation, merger, sale, transfer or other disposition
                  involving a wholly-owned Subsidiary);
                  or
 
 (F)
              there
                  shall be a voluntary or involuntary dissolution, liquidation or
                  winding-up
                  of the Issuer or any partial liquidation of the Issuer or distribution
                  to
                  holders of Common Stock;
 
 then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer's transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.
  -17-
  10.  Amendment
        and Waiver .
        Any
        term, covenant, agreement or condition in this Warrant may be amended, or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders; provided , however ,
        that no
        such amendment or waiver shall reduce the Warrant Share Number, increase
        the
        Warrant Price, shorten the period during which this Warrant may be exercised
        or
        modify any provision of this Section 10 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.
 
 11.  Governing
        Law; Jurisdiction .
        This
        Warrant shall be governed by and construed in accordance with the internal
        laws
        of the State of New York, without giving effect to any of the conflicts of
        law
        principles which would result in the application of the substantive law of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise *forum
        non conveniens* or any
        other argument that New York is not the proper venue. The Issuer and the
        Holder
        irrevocably consent to personal jurisdiction in the state and federal courts
        of
        the state of New York. The Issuer and the Holder consent to process being
        served
        in any such suit, action or proceeding by mailing a copy thereof 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 in this Section 11 shall affect or limit any right to serve
        process in any other manner permitted by law. The Issuer and the Holder hereby
        agree that the prevailing party in any suit, action or proceeding arising
        out of
        or relating to this Warrant or the Exercise Agreement shall be entitled to
        reimbursement for reasonable legal fees from the non-prevailing party. The
        parties hereby waive all rights to a trial by jury.
 
 12.  Notices .
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earlier of (i) the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile telephone number specified for
        notice prior to 5:00 p.m., eastern time, on a Trading Day, (ii) the Trading
        Day
        after the date of transmission, if such notice or communication is delivered
        via
        facsimile at the facsimile telephone number specified for notice later than
        5:00
        p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time,
        on
        such date, (iii) the Trading Day following the date of mailing, if sent by
        overnight delivery by a nationally recognized overnight courier service or
        (iv)
        actual receipt by the party to whom such notice is required to be given.
        The
        addresses for such communications shall be with respect to the Holder of
        this
        Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder
        at
        its last known address or facsimile number appearing on the books of the
        Issuer
        maintained for such purposes, or with respect to the Issuer, addressed
        to:
  Sino
                  Gas International Holdings, Inc.
                N0.18
                  Zhong Guan Cun Dong St.
                Haidian
                  District
                Beijing,
                  China
                Attention:
                  Chen Fang
                Tel.
                      No.: 011-86-10-82600527
                Fax
                  No.: 011-010-82600042
 
 -18-
 with
                  copies (which copies
                  shall
                    not constitute notice
                  to
                    the Issuer) to:
                GUZOV
                      OFSINK, LLC
                    600
                      Madison Avenue, 14th Floor
                    New
                      York, New York 10022
                    Attention:
                      Darren Ofsink
                    Tel.
                      No.: (212) 371-8008, ext. 127
                    Fax
                      No.:(212)
                      688-7273
 Copies
        of
        notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel LLP,
        1177 Avenue of the Americas, New York, New York 10036, Attention: Christopher
        S.
        Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any party hereto
        may from time to time change its address for notices by giving at least ten
        (10)
        days written notice of such changed address to the other party
        hereto.
 
 13.  Warrant
        Agent .
        The
        Issuer may, by written notice to each Holder of this Warrant, appoint an
        agent
        having an office in New York, New York for the purpose of issuing shares
        of
        Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.
 
 14.  Remedies .
        The
        Issuer stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Issuer in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.
 
 15.  Successors
        and Assigns .
        This
        Warrant and the rights evidenced hereby shall inure to the benefit of and
        be
        binding upon the successors and assigns of the Issuer, the Holder hereof
        and (to
        the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto,
        and shall be enforceable by any such Holder or Holder of Warrant
        Stock.
 
 16.  Modification
        and Severability .
        If, in
        any action before any court or agency legally empowered to enforce any provision
        contained herein, any provision hereof is found to be unenforceable, then
        such
        provision shall be deemed modified to the extent necessary to make it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.
  -19-
  17.  Registration
        Rights .
        The
        Holder of this Warrant is entitled to the benefit of certain registration
        rights
        with respect to the shares of Warrant Stock issuable upon the exercise of
        this
        Warrant pursuant to that certain Registration Rights Agreement, of even date
        herewith, by and among the Company and Persons listed on Schedule I thereto
        (the
“ Registration
        Rights Agreement ”)
        and
        the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.
 
 18.  Headings .
        The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.
 
 
 [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]
 
 -20-
 
 IN
        WITNESS WHEREOF, the Issuer has executed this Series E Warrant as of the
        day and
        year first above written.
 
 
 **SINO GAS INTERNATIONAL
                HOLDINGS, INC.**/s/ Sino Gas International Holdings,
                Inc.
 
 -21-
  EXERCISE
        FORM
 SERIES
        E
        WARRANT
 
 SINO
        GAS
        INTERNATIONAL HOLDINGS, INC.
 
 The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of Sino Gas International
        Holdings, Inc. covered by the within Warrant.
  Dated:
                
                
                SignatureAddress
  Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________
 
 ASSIGNMENT
 
 FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.
 Dated:
                  
                  
                  SignatureAddress
 
 PARTIAL
        ASSIGNMENT
 
 FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.
 Dated:
                  
                  
                  SignatureAddress
  -22-
  FOR
        USE
        BY THE ISSUER ONLY:
 
 This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.
  -23-