NUMBER

              ________-

            	 	
              (SEE
                REVERSE SIDE FOR LEGEND)

              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2011

            	 	
              WARRANTS

            


    

     

    NAGAO
      GROUP HOLDINGS LIMITED

    


    CUSIP
      _________

     

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2011 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
      value $0.001 per share (“Ordinary Shares”), of Nagao Group Holdings Limited, a
      Cayman Islands limited life exempted company (the “Company”), for each Warrant
      evidenced by this Warrant Certificate. The Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a business combination and (ii) ______________, 2008, such number
      of Shares of the Company at the price of $5.50 per share, upon surrender of
      this
      Warrant Certificate and payment of the Warrant Price at the office or agency
      of
      the Warrant Agent, Continental Stock Transfer & Trust Company, but only
      subject to the conditions set forth herein and in the Warrant Agreement between
      the Company and Continental Stock Transfer & Trust Company. The Company
      shall not be obligated to deliver any securities pursuant to the exercise of
      a
      Warrant and shall have no obligation to settle a Warrant exercise unless a
      registration statement under the Securities Act of 1933, as amended, (the “Act”)
      with respect to the Ordinary Shares is effective, subject to the Company
      satisfying its obligations under Section 7.4 of the Warrant Agreement to use
      its
      best efforts. In the event that a registration statement with respect to the
      Ordinary Shares underlying a Warrant is not effective under the Act, the holder
      of such Warrant shall not be entitled to exercise such Warrant and such Warrant
      may have no value and expire worthless. In no event will the Company be required
      to net cash settle the warrant exercise. The Warrant Agreement provides that
      upon the occurrence of certain events the Warrant Price and the number of
      Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
      to certain conditions, be adjusted. The term Warrant Price as used in this
      Warrant Certificate refers to the price per Ordinary Share at which Ordinary
      Shares may be purchased at the time the Warrant is exercised.

     

    No
      fraction of an Ordinary Share will be issued upon any exercise of a Warrant.
      If
      the holder of a Warrant would be entitled to receive a fraction of an Ordinary
      Share upon any exercise of a Warrant, the Company shall, upon such exercise,
      round up to the nearest whole number the number of Ordinary Shares to be issued
      to such holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Ordinary Shares
      provided for herein, there shall be issued to the registered holder hereof
      or
      the registered holder’s assignee a new Warrant Certificate covering the number
      of Ordinary Shares for which the Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      shareholder of the Company.

     

    The
      Company reserves the right to call the Warrant at any time prior to its exercise
      with a notice of call in writing to the holders of record of the Warrant, giving
      30 days’ notice of such call at any time after the Warrant becomes exercisable
      if the last sale price of the Ordinary Shares has been at least $11.50 per
      share
      on each of 20 trading days within any 30 trading day period ending on the third
      business day prior to the date on which notice of such call is given. The call
      price of the Warrants is to be $.01 per Warrant. Any Warrant either not
      exercised or tendered back to the Company by the end of the date specified
      in
      the notice of call shall be canceled on the books of the Company and have no
      further value except for the $.01 call price.

     

    
      	 	 	 	 
	
              By

            	 	 	
            
	
              
                

              

              Secretary

            	 	 	
              
                

              
Chairman of the Board


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    



    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the Ordinary Shares issuable upon the exercise of such Warrants, and
      requests that Certificates for such shares shall be issued in the name
      of

     

    
      	
              
                

              

              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

               

              
                

              

               

              
                
 

                
(SOCIAL
                SECURITY OR TAX IDENTIFICATION
                NUMBER)

            


    

     

    and
      be
      delivered to
      __________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

     

    
      
        

      

    

    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

     

    
      	 	 	 
	Dated: 
              _____________________	
            	
            
	 	
              

              (SIGNATURE)

               

            
	 	
              
                

              

              (ADDRESS)

               

            
	 	
              
                

              

               

              
                

              

              (TAX
                IDENTIFICATION NUMBER)

            


    

    
ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________________ hereby sell, assign, and transfer unto


    


    
      	
              
                

              

              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

               

              
                
 

                

              

               

                

              

              (SOCIAL
                SECURITY OR TAX IDENTIFICATION
                NUMBER)

            


    

     

    and
      be
      delivered to 
__________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

     

    
      	 	 	 
	Dated:
              _____________________	
            	
            
	 	
              

              (SIGNATURE)

            


    

     

    
      THE
        SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION
        FORM
        MUST
        CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT
        CERTIFICATE
        IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,
        AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER
        FIRM OF
        THE AMERICAN
        STOCK
        EXCHANGE,
        NEW
        YORK
        STOCK
        EXCHANGE,
        PACIFIC
        STOCK
        EXCHANGE
        OR
CHICAGO
        STOCK
        EXCHANGE.