Exhibit
      4.9

     

    CLASS
      B WARRANT AGREEMENT

     

    Agreement
      made as of [____], 2006 between Middle Kingdom Alliance Corp., a corporation
      organized under the laws of Delaware, with offices at 333 Sandy Springs Circle,
      Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock
      Transfer & Trust Company, a New York corporation, with offices at
      Continental Stock Transfer & Trust Company, 17 Battery Place, 8th
      floor, New York NY, 10004 (“Warrant Agent”).

     

    WHEREAS,
      the
      Company is engaged in a public offering (“Public Offering”) of Series B Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 3,000,000 Class B Warrants (plus an additional 450,000 Class B
      Warrants if the representative of the underwriters exercise their over-allotment
      option) (the “Class B Public Warrants”) to the public investors, and
      (ii) 300,000 Class B Warrants to Newbridge Securities Corp. and I-Bankers
      Securities, Inc. (the “Representatives”) or their designees (“Representative’s
      Warrants” and, together with the Class B Public Warrants, the “Warrants”), each
      of such Warrants evidencing the right of the holder thereof to purchase one
      share, par value $0.001, of the Company’s common stock (“Common Stock”) for
      $6.00, subject to adjustment as described herein; and

     

    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-133475 on Form S-1 (the “Registration Statement”)
      for the registration, under the Securities Act of 1933, as amended (“Act”) of,
      among other securities, the Warrants and the Common Stock issuable upon exercise
      of the Warrants; and

     

    WHEREAS,
      the
      Company desires the Warrant Agent to act on behalf of the Company, and the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the
      Company desires to provide for the form and provisions of the Warrants, the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all
      acts and things have been done and performed which are necessary to make the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    1.  Appointment
      of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent
      for the Company for the Warrants, and the Warrant Agent hereby accepts such
      appointment and agrees to perform the same in accordance with the terms and
      conditions set forth in this Agreement.

     

    2.  Warrants.

     

    2.1  Form
      of
      Warrant. Each Warrant shall be issued in registered form only, shall be in
      substantially the form of Exhibit
      A
      hereto,
      the provisions of which are incorporated herein and shall be signed by, or
      bear
      the facsimile signature of, the Chief Executive Officer, Chairman of the Board
      or President and Secretary of the Company and shall bear a facsimile of the
      Company’s seal. In the event the person whose facsimile signature has been
      placed upon any Warrant shall have ceased to serve in the capacity in which
      such
      person signed the Warrant before such Warrant is issued, it may be issued with
      the same effect as if he or she had not ceased to be such at the date of
      issuance.

     

    2.2  Effect
      of
      Countersignature. Unless and until countersigned by the Warrant Agent pursuant
      to this Agreement, a Warrant shall be invalid and of no effect and may not
      be
      exercised by the holder thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3  Registration.

     

    2.3.1  Warrant
      Register. The Warrant Agent shall maintain books (“Warrant Register”), for the
      registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

     

    2.3.2  Registered
      Holder. Prior to due presentment for registration of transfer of any Warrant,
      the Company and the Warrant Agent may deem and treat the person in whose name
      such Warrant shall be registered upon the Warrant Register (“registered
      holder”), as the absolute owner of such Warrant and of each Warrant represented
      thereby (notwithstanding any notation of ownership or other writing on the
      Warrant Certificate made by anyone other than the Company or the Warrant Agent),
      for the purpose of any exercise thereof, and for all other purposes, and neither
      the Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    2.4  Detachability
      of Warrants. The securities comprising the Units will not be separately
      transferable until 90 days after the date hereof unless the Representative
      informs the Company of its decision to allow earlier separate trading, but
      in no
      event will the Representative allow separate trading of the securities
      comprising the Units until the Company files a Report on Form 8-K which
      includes an audited balance sheet reflecting the receipt by the Company of
      the
      gross proceeds of the Public Offering including the proceeds received by the
      Company from the exercise of the Underwriter’s over-allotment option, if the
      over-allotment option is exercised prior to the filing of the
      Form 8-K.

     

    2.5  Warrants
      and Representative’s Warrants. The Representative’s Warrants shall have the same
      terms and be in the same form as the Class B Public Warrants.

     

    3.  Terms
      and
      Exercise of Warrants

     

    3.1  Warrant
      Price. Each Class B Public Warrant and each Representative’s Warrant shall, when
      countersigned by the Warrant Agent, entitle the registered holder thereof,
      subject to the provisions of such Class B Public Warrant or Representative’s
      Warrant and of this Warrant Agreement, to purchase from the Company the number
      of Common Stock stated therein, at the price of $6.00
      per
      whole
      share, subject to the adjustments provided in Section 4 hereof and in the
      last sentence of this Section 3.1. The term “Warrant Price” as used in this
      Warrant Agreement refers to the price per share at which Common Stock may be
      purchased at the time a Warrant is exercised. The Company in its sole discretion
      may lower the Warrant Price at any time prior to the Expiration
      Date.

     

    3.2  Duration
      of Warrants. A Warrant may be exercised only during the period (“Exercise
      Period”) commencing on the later of the consummation by the Company of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      (“Business Combination”) (as described more fully in the Company’s Registration
      Statement) or [__], 2007, and terminating at 5:00 p.m., New York City time
      on
      the earlier to occur of (i) [__], 2011 or (ii) the date fixed for redemption
      of
      the Warrants as provided in Section 6 of this Agreement (“Expiration
      Date”). Except with respect to the right to receive the Redemption Price (as set
      forth in Section 6 hereunder), each Warrant not exercised on or before the
      Expiration Date shall become void, and all rights thereunder and all rights
      in
      respect thereof under this Agreement shall cease at the close of business on
      the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date.

     

    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,
      when countersigned by the Warrant Agent, may be exercised by the registered
      holder thereof by surrendering it, at the office of the Warrant Agent, or at
      the
      office of its successor as Warrant Agent, in the Borough of Manhattan, City
      and
      State of New York, with the subscription form, as set forth in the Warrant,
      duly
      executed, and (i) by paying in full, in lawful money of the United States,
      in cash, good certified check or good bank draft payable to the order of the
      Company (or as otherwise agreed to by the Company), the Warrant Price for each
      full share of Common Stock as to which the Warrant is exercised and any and
      all
      applicable taxes due in connection with the exercise of the Warrant, the
      exchange of the Warrant for the Common Stock, and the issuance of the Common
      Stock or (ii) in the event that the Board of Directors of the Company, in
      their sole discretion, determine that the Warrants may be exercised on a
“cashless basis”, by surrendering his or her Warrant for that number of shares
      of Common Stock equal to the quotient obtained by dividing (x) the product
      of the number of shares of Common Stock underlying the Warrant, multiplied
      by
      the difference between the Warrant Price and the “Fair Market Value” (defined
      below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the
      average reported last sale price of the Common Stock for the 10 trading days
      ending on the third business day prior to the date on which the notice of
      redemption is sent to holders of Warrant pursuant to Section 6 hereof or in
      connection with the foregoing sentence, the date of exercise of the
      Warrant.


    
      
        
        

      

      
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    3.3.2  Issuance
      of Certificates. As soon as practicable after the exercise of any Warrant and
      the clearance of the funds in payment of the Warrant Price, the Company shall
      issue to the registered holder of such Warrant a certificate or certificates
      for
      the number of full shares of Common Stock to which he is entitled, registered
      in
      such name or names as may be directed by him, her or it, and if such Warrant
      shall not have been exercised in full, a new countersigned Warrant for the
      number of shares as to which such Warrant shall not have been exercised.
      Notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant unless a registration statement
      under the Act with respect to the Common Stock is effective. Warrants may not
      be
      exercised by, or securities issued to, any registered holder in any state in
      which such exercise would be unlawful.

     

    3.3.3  Valid
      Issuance. All Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4  Date
      of
      Issuance. Each person in whose name any such certificate for Common Stock is
      issued shall for all purposes be deemed to have become the holder of record
      of
      such shares on the date on which the Warrant was surrendered and payment of
      the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    3.3.5  Warrant
      Solicitation and Warrant Solicitation Fee.

     

    (a)  The
      Company has engaged the Representatives, on a non-exclusive basis, as its agents
      for the solicitation of the exercise of the Warrants. The Company, at its cost,
      will (i) assist the Representatives with respect to such solicitation, if
      requested by the Representatives, and (ii) provide the Representatives, and
      direct the Company’s transfer agent and the Warrant Agent to deliver to the
      Representatives, lists of the record and, to the extent known, beneficial owners
      of the Warrants. The Company hereby instructs the Warrant Agent to cooperate
      with the Representatives in every respect in connection with the
      Representatives’ solicitation activities, including, but not limited to,
      providing to the Representatives, at the Company’s cost, a list of record
      holders of the Warrants and circulating a prospectus or offering circular
      disclosing the compensation arrangements referenced in Section 3.3.5(b)
      below to holders of the Warrants at the time of exercise of the Warrants. In
      addition to the conditions set forth in Section 3.3.5(b), the
      Representatives shall accept payment of the warrant solicitation fee provided
      in
      Section 3.3.5(b) only if they have provided bona fide services to the
      Company in connection with the exercise of the Warrants and only to the extent
      that an investor who exercises his Warrants specifically designates, in writing,
      that the Representatives solicited his exercise. In addition to soliciting,
      either orally or in writing, the exercise of Warrants by a Warrant holder,
      such
      services may also include disseminating information, either orally or in
      writing, to Warrant holders about the Company or the market for the Company’s
      securities, or assisting in the processing of the exercise of
      Warrants.

     

    (b)  In
      each
      instance in which a Warrant is exercised, the Warrant Agent shall promptly
      give
      written notice of such exercise to the Company and the Representative (“Warrant
      Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one
      year from the effective date of the Registration Statement, (i) the market
      price of the Company’s Common Stock is greater than the Warrant Price,
      (ii) disclosure of compensation arrangements between the Company and the
      Representatives with respect to the solicitation of the exercise of the Warrants
      was made both at the time of the Public Offering and at the time of exercise
      (by
      delivery of the Prospectus or as otherwise required by applicable law, rule
      or
      regulation), (iii) the holder of the Warrant confirms in writing that the
      exercise of the Warrant was solicited by the Representatives, (iv) the
      Warrant was not held in a discretionary account, and (v) the solicitation
      of the exercise of the Warrant was not in violation of Regulation M (as
      such rule or any successor rule may be in effect as of such time of exercise)
      promulgated under the Securities Exchange Act of 1934, as amended, then the
      Warrant Agent, simultaneously with the distribution of the Common Stock
      underlying the Warrants so exercised in accordance with the instructions from
      the Company following receipt of the proceeds to the Company received upon
      exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of
      5% of
      the Warrant Price to the Representative, provided that the Representative
      deliver to the Warrant Agent within ten (10) business days from the date on
      which the Representative has received the Warrant Agent’s Exercise Notice, a
      certificate that the conditions set forth the preceding clauses (ii),
      (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no
      fee
      will be paid to the Representatives with respect to the exercise by the
      Underwriters or their affiliates or the Company’s officers or directors of
      Warrants purchased by them upon exercise of the Representatives’ Warrants and
      still held by any of the foregoing for their own account. The Representatives
      and the Company may at any time during business hours, examine the records
      of
      the Warrant Agent, including its ledger of original Warrant certificates
      returned to the Warrant Agent upon exercise of Warrants.


    
      
        
        

      

      
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    (c)  The
      provisions of this Section 3.3.5. may not be modified, amended or deleted
      without the prior written consent of the Representatives.

     

    4.  Adjustments.

     

    4.1  Stock
      Dividends - Split-Ups. If after the date hereof, and subject to the provisions
      of Section 4.6 below, the number of outstanding shares of Common Stock is
      increased by a stock dividend payable in Common Stock, or by a split-up of
      Common Stock, or other similar event, then, on the effective date of such stock
      dividend, split-up or similar event, the number of shares of Common Stock
      issuable on exercise of each Warrant shall be increased in proportion to such
      increase in outstanding Common Stock.

     

    4.2  Aggregation
      of Shares. If after the date hereof, and subject to the provisions of
      Section 4.6, the number of outstanding shares of Common Stock is decreased
      by a consolidation, combination, reverse stock split or reclassification of
      Common Stock or other similar event, then, on the effective date of such
      consolidation, combination, reverse stock split, reclassification or similar
      event, the number of shares of Common Stock issuable on exercise of each Warrant
      shall be decreased in proportion to such decrease in outstanding shares of
      Common Stock.

     

    4.3  Adjustments
      in Exercise Price. Whenever the number of shares of Common Stock purchasable
      upon the exercise of the Warrants is adjusted, as provided in Section 4.1
      and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by
      multiplying such Warrant Price immediately prior to such adjustment by a
      fraction (x) the numerator of which shall be the number of shares of Common
      Stock purchasable upon the exercise of the Warrants immediately prior to such
      adjustment, and (y) the denominator of which shall be the number of shares
      of Common Stock so purchasable immediately thereafter.

     

    4.4  Replacement
      of Securities upon Reorganization, etc. In case of any reclassification or
      reorganization of the outstanding Common Stock (other than a change covered
      by
      Section 4.1 or 4.2 hereof or that solely affects the par value of such
      Common Stock), or in the case of any consolidation of the Company with or into
      another corporation (other than a consolidation or merger in which the Company
      is the continuing corporation and that does not result in any reclassification
      or reorganization of the outstanding Common Stock), or in the case of any merger
      or sale or conveyance to another corporation or entity of the assets or other
      property of the Company as an entirety or substantially as an entirety in
      connection with which the Company is dissolved, the Warrant holders shall
      thereafter have the right to purchase and receive, upon the basis and upon
      the
      terms and conditions specified in the Warrants and in lieu of the Common Stock
      of the Company immediately theretofore purchasable and receivable upon the
      exercise of the rights represented thereby, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, that the Warrant holder would have received
      if such Warrant holder had exercised his, her or its Warrant(s) immediately
      prior to such event; and if any reclassification also results in a change in
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
      provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
        
        

      

      
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    4.5  Notices
      of Changes in Warrant. Upon every adjustment of the Warrant Price or the number
      of shares issuable upon exercise of a Warrant, the Company shall give written
      notice thereof to the Warrant Agent, which notice shall state the Warrant Price
      resulting from such adjustment and the increase or decrease, if any, in the
      number of shares purchasable at such price upon the exercise of a Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Upon the occurrence of any event specified
      in
      Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall
      give written notice to the Warrant holder, at the last address set forth for
      such holder in the warrant register, of the record date or the effective date
      of
      the event. Failure to give such notice, or any defect therein, shall not affect
      the legality or validity of such event.

     

    4.6  No
      Fractional Shares. Notwithstanding any provision contained in this Warrant
      Agreement to the contrary, the Company shall not issue fractional shares upon
      exercise of Warrants. If, by reason of any adjustment made pursuant to this
      Section 4, the holder of any Warrant would be entitled, upon the exercise
      of such Warrant, to receive a fractional interest in a share, the Company shall,
      upon such exercise, round up to the nearest whole number the number of the
      Common Stock to be issued to the Warrant holder.

     

    4.7  Form
      of
      Warrant. The form of Warrant need not be changed because of any adjustment
      pursuant to this Section 4, and Warrants issued after such adjustment may
      state the same Warrant Price and the same number of shares as is stated in
      the
      Warrants initially issued pursuant to this Agreement. However, the Company
      may
      at any time in its sole discretion make any change in the form of Warrant that
      the Company may deem appropriate and that does not affect the substance thereof,
      and any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed.

     

    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Registration
      of Transfer. The Warrant Agent shall register the transfer, from time to time,
      of any outstanding Warrant upon the Warrant Register, upon surrender of such
      Warrant for transfer, properly endorsed with signatures properly guaranteed
      and
      accompanied by appropriate instructions for transfer. Upon any such transfer,
      a
      new Warrant representing an equal aggregate number of Warrants shall be issued
      and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so
      cancelled shall be delivered by the Warrant Agent to the Company from time
      to
      time upon request.

     

    5.2  Procedure
      for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
      together with a written request for exchange or transfer, and thereupon the
      Warrant Agent shall issue in exchange therefor one or more new Warrants as
      requested by the registered holder of the Warrants so surrendered, representing
      an equal aggregate number of Warrants; provided, however, that in the event
      that
      a Warrant surrendered for transfer bears a restrictive legend, the Warrant
      Agent
      shall not cancel such Warrant and issue new Warrants in exchange therefor until
      the Warrant Agent has received an opinion of counsel acceptable to the Company
      stating that such transfer may be made and indicating whether the new Warrants
      must also bear a restrictive legend.

     

    5.3  Fractional
      Warrants. The Warrant Agent shall not be required to effect any registration
      of
      transfer or exchange which will result in the issuance of a warrant certificate
      for a fraction of a warrant.

     

    5.4  Service
      Charges. No service charge shall be made for any exchange or registration of
      transfer of Warrants.

     

    5.5  Warrant
      Execution and Countersignature. The Warrant Agent is hereby authorized to
      countersign and to deliver, in accordance with the terms of this Agreement,
      the
      Warrants required to be issued pursuant to the provisions of this
      Section 5, and the Company, whenever required by the Warrant Agent, will
      supply the Warrant Agent with Warrants duly executed on behalf of the Company
      for such purpose.


    
      
        
        

      

      
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    6.  Redemption.

     

    6.1  Redemption.
      Subject to Section 6.4 hereof, the outstanding Warrants may be redeemed, at
      the option of the Company, at any time after they become exercisable and prior
      to their expiration, at the office of the Warrant Agent, upon the notice
      referred to in Section 6.2., at the price of $.01 per Warrant (“Redemption
      Price”), provided that the last sales price of the Common Stock has been at
      least $12.00 per share, on each of twenty (20) trading days within any
      thirty (30) trading day period ending on the third business day prior to
      the date on which notice of redemption is given. 

     

    6.2  Date
      Fixed for, and Notice of, Redemption. In the event the Company shall elect
      to
      redeem all of the Warrants, the Company shall fix a date for the redemption.
      Notice of redemption shall be mailed by first class mail, postage prepaid,
      by
      the Company not less than 30 days prior to the date fixed for redemption to
      the
      registered holders of the Warrants to be redeemed at their last addresses as
      they shall appear on the registration books. Any notice mailed in the manner
      herein provided shall be conclusively presumed to have been duly given whether
      or not the registered holder received such notice.

     

    6.3  Exercise
      After Notice of Redemption. The Warrants may be exercised in accordance with
      Section 3 of this Agreement at any time after notice of redemption shall
      have been given by the Company pursuant to Section 6.2. hereof and prior to
      the time and date fixed for redemption. On and after the redemption date, the
      record holder of the Warrants shall have no further rights except to receive,
      upon surrender of the Warrants, the Redemption Price.

     

    6.4  Outstanding
      Warrants Only. The Company understands that the redemption rights provided
      for
      by this Section 6 apply only to outstanding Warrants. To the extent a
      person holds rights to purchase Warrants, such purchase rights shall not be
      extinguished by redemption. However, once such purchase rights are exercised,
      the Company may redeem the Warrants issued upon such exercise provided that
      the
      criteria for redemption is met. 

     

    7.  Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1  No
      Rights
      as Stockholder. A Warrant does not entitle the registered holder thereof to
      any
      of the rights of a stockholder of the Company, including, without limitation,
      the right to receive dividends, or other distributions, exercise any preemptive
      rights, to vote or to consent or to receive notice as stockholders in respect
      of
      the meetings of stockholders or the election of directors of the Company or
      any
      other matter.

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
      mutilated, or destroyed, the Company and the Warrant Agent may on such terms
      as
      to indemnity or otherwise as they may in their discretion impose (which shall,
      in the case of a mutilated Warrant, include the surrender thereof), issue a
      new
      Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
      mutilated, or destroyed. Any such new Warrant shall constitute a substitute
      contractual obligation of the Company, whether or not the allegedly lost,
      stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
      anyone.

     

    7.3  Reservation
      of Common Stock. The Company shall at all times reserve and keep available
      a
      number of its authorized but unissued Common Stock that will be sufficient
      to
      permit the exercise in full of all outstanding Warrants issued pursuant to
      this
      Agreement.

     

    7.4  Registration
      of Common Stock. The Company agrees that prior to the commencement of the
      Exercise Period, it shall file with the Securities and Exchange Commission
      a
      post-effective amendment to the Registration Statement, or a new registration
      statement, for the registration, under the Act, of, and it shall take such
      action as is necessary to qualify for sale, in those states in which the
      Warrants were initially offered by the Company, the Common Stock issuable upon
      exercise of the Warrants. In either case, the Company will use its best efforts
      to cause the same to become effective and to maintain the effectiveness of
      such
      registration statement until the expiration of the Warrants in accordance with
      the provisions of this Agreement. In no event will the registered holder of
      a
      Warrant be entitled to receive a net-cash settlement in lieu of physical
      settlement in shares of Common Stock, regardless of whether the Common Stock
      underlying the Warrants is registered pursuant to an effective registration
      statement. 


    
      
        
        

      

      
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    8.  Concerning
      the Warrant Agent and Other Matters.

     

    8.1  Payment
      of Taxes. The Company will from time to time promptly pay all taxes and charges
      that may be imposed upon the Company or the Warrant Agent in respect of the
      issuance or delivery of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    8.2  Resignation,
      Consolidation or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
      appointed, may resign its duties and be discharged from all further duties
      and
      liabilities hereunder after giving sixty (60) days’ notice in writing to
      the Company. If the office of the Warrant Agent becomes vacant by resignation
      or
      incapacity to act or otherwise, the Company shall appoint in writing a successor
      Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
      such appointment within a period of 30 days after it has been notified in
      writing of such resignation or incapacity by the Warrant Agent or by the holder
      of the Warrant (who shall, with such notice, submit his Warrant for inspection
      by the Company), then the holder of any Warrant may apply to the Supreme Court
      of the State of New York for the County of New York for the appointment of
      a
      successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
      whether appointed by the Company or by such court, shall be a corporation
      organized and existing under the laws of the State of New York, in good standing
      and having its principal office in the Borough of Manhattan, City and State
      of
      New York, and authorized under such laws to exercise corporate trust powers
      and
      subject to supervision or examination by federal or state authority. After
      appointment, any successor Warrant Agent shall be vested with all the authority,
      powers, rights, immunities, duties, and obligations of its predecessor Warrant
      Agent with like effect as if originally named as Warrant Agent hereunder,
      without any further act or deed; but if for any reason it becomes necessary
      or
      appropriate, the predecessor Warrant Agent shall execute and deliver, at the
      expense of the Company, an instrument transferring to such successor Warrant
      Agent all the authority, powers, and rights of such predecessor Warrant Agent
      hereunder; and upon request of any successor Warrant Agent the Company shall
      make, execute, acknowledge, and deliver any and all instruments in writing
      for
      more fully and effectually vesting in and confirming to such successor Warrant
      Agent all such authority, powers, rights, immunities, duties, and
      obligations.

     

    8.2.2  Notice
      of
      Successor Warrant Agent. In the event a successor Warrant Agent shall be
      appointed, the Company shall give notice thereof to the predecessor Warrant
      Agent and the transfer agent for the Common Stock not later than the effective
      date of any such appointment.

     

    8.2.3  Merger
      or
      Consolidation of Warrant Agent. Any corporation into which the Warrant Agent
      may
      be merged or with which it may be consolidated or any corporation resulting
      from
      any merger or consolidation to which the Warrant Agent shall be a party to
      and
      shall be the successor Warrant Agent under this Agreement without any further
      act.

     

    8.3  Fees
      and
      Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The Company agrees to pay the Warrant Agent reasonable remuneration for its
      services as such Warrant Agent hereunder and will reimburse the Warrant Agent
      upon demand for all expenditures that the Warrant Agent may reasonably incur
      in
      the execution of its duties hereunder.

     

    8.3.2  Further
      Assurances. The Company agrees to perform, execute, acknowledge, and deliver
      or
      cause to be performed, executed, acknowledged, and delivered all such further
      and other acts, instruments, and assurances as may reasonably be required by
      the
      Warrant Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement. Whenever in the performance of its duties under this
      Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
      any fact or matter be proved or established by the Company prior to taking
      or
      suffering any action hereunder, such fact or matter (unless other evidence
      in
      respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proved and established by a statement signed by the Chief Executive
      Officer, Chief Financial Officer, or Secretary of the Company and delivered
      to
      the Warrant Agent. The Warrant Agent may rely upon such statement for any action
      taken or suffered in good faith by it pursuant to the provisions of this
      Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    8.4.2  Indemnity.
      The Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement, except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3  Exclusions.
      The Warrant Agent shall have no responsibility with respect to the validity
      of
      this Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Agreement
      or in any Warrant; nor shall it be responsible to make any adjustments required
      under the provisions of Section 4 hereof or responsible for the manner,
      method, or amount of any such adjustment or the ascertaining of the existence
      of
      facts that would require any such adjustment; nor shall it by any act hereunder
      be deemed to make any representation or warranty as to the authorization or
      reservation of any Common Stock to be issued pursuant to this Agreement or
      any
      Warrant or as to whether any Common Stock will when issued be valid and fully
      paid and nonassessable.

     

    8.5  Acceptance
      of Agency. The Warrant Agent hereby accepts the agency established by this
      Agreement and agrees to perform the same upon the terms and conditions herein
      set forth and among other things, shall account promptly to the Company with
      respect to Warrants exercised and concurrently account for, and pay to the
      Company, all moneys received by the Warrant Agent for the purchase of shares
      of
      the Company’s Common Stock (less any warrant solicitation fee due to the
      Representatives pursuant to Section 3.3.5 herein) through the exercise of
      Warrants.

     

    9.  Miscellaneous
      Provisions.

     

    9.1  Successors.
      All the covenants and provisions of this Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2  Notices.
      Any notice, statement or demand authorized by this Warrant Agreement to be
      given
      or made by the Warrant Agent or by the holder of any Warrant to or on the
      Company shall be sufficiently given when so delivered if by hand or overnight
      delivery or if sent by certified mail or private courier service within five
      days after deposit of such notice, postage prepaid, addressed (until another
      address is filed in writing by the Company with the Warrant Agent), as
      follows:

    


    Middle
      Kingdom Alliance Corp.

    333
      Sandy
      Springs Circle

    Suite
      223

    Atlanta,
      GA 30328

    Attn:
      David A. Rapaport, Secretary and General Counsel

     

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

     

    Continental
      Stock Transfer & Trust Co

    17
      Battery Place, 8th floor

    New
      York
      NY 10004

    Tel:
      (212) 845-3201

    Fax: 
      (212) 509-5150

    Attn:
      Compliance Department


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    with
      a
      copy in either case to:

     

    Cozen
      O’Connor

    The
      Army
& Navy Club Building

    1627
      I
      Street, NW, Suite 1100

    Washington,
      DC 20006

    Attn:
      Ralph V. De Martino, Esq.

    


    and

    


    Newbridge
      Securities Corp.

    [_______________]

    [_______________]

    Attn:
      [__________]

    


    and

    


    I-Bankers
      Securities, Inc.

    [_______________]

    [_______________]

    Attn:
      [__________]

     

    9.3  Applicable
      law. The validity, interpretation, and performance of this Agreement and of
      the
      Warrants shall be governed in all respects by the laws of the State of Delaware,
      without giving effect to conflict of laws. The Company hereby agrees that any
      action, proceeding or claim against it arising out of or relating in any way
      to
      this Agreement shall be brought and enforced in the courts of the State of
      Delaware or the United States District Court for Delaware, and irrevocably
      submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
      hereby waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum. Any such process or summons to be served upon
      the Company may be served by transmitting a copy thereof by registered or
      certified mail, return receipt requested, postage prepaid, addressed to it
      at
      the address set forth in Section 9.2 hereof. Such mailing shall be deemed
      personal service and shall be legal and binding upon the Company in any action,
      proceeding or claim.

     

    9.4  Persons
      Having Rights under this Agreement. Nothing in this Agreement expressed and
      nothing that may be implied from any of the provisions hereof is intended,
      or
      shall be construed, to confer upon, or give to, any person or corporation other
      than the parties hereto and the registered holders of the Warrants and, for
      the
      purposes of Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof, the
      Representatives, any right, remedy, or claim under or by reason of this Warrant
      Agreement or of any covenant, condition, stipulation, promise, or agreement
      hereof. The Representatives shall be deemed to be a third-party beneficiary
      of
      this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2
      hereof. All covenants, conditions, stipulations, promises, and agreements
      contained in this Warrant Agreement shall be for the sole and exclusive benefit
      of the parties hereto (and the Representatives with respect to the
      Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and their successors and
      assigns and of the registered holders of the Warrants.

     

    9.5  Examination
      of the Warrant Agreement. A copy of this Agreement shall be available at all
      reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
      City and State of New York, for inspection by the registered holder of any
      Warrant. The Warrant Agent may require any such holder to submit his Warrant
      for
      inspection by it.

     

    9.6  Counterparts.
      This Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7  Effect
      of
      Headings. The Section headings herein are for convenience only and are not
      part
      of this Warrant Agreement and shall not affect the interpretation
      thereof.



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	
               

            	 	 
	 	MIDDLE
              KINGDOM
              ALLIANCE CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Bernard
              J. Tanenbaum III, Chief Executive
              Officer
	 	 


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER &

              TRUST
                COMPANY

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name: Steven
                Nelson

              Title: President

            
	 	 


    

     

    
      
        
        

      

      
        10