EX-10.10

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

                          CHINA WORLD TRADE CORPORATION
      PLACEMENT AGENT'S WARRANT TO PURCHASE 43,000 SHARES OF COMMON STOCK
                            (SUBJECT TO ADJUSTMENT)
                          (VOID AFTER AUGUST 26, 2009)

PPW  -
------

     THIS  COMMON  STOCK  PURCHASE  WARRANT  CERTIFIES that, for value received,
DUNCAN  CAPITAL,  LLC (the "HOLDER"), is entitled, upon the terms and subject to
                            ------
the  limitations  on  exercise  and the conditions hereinafter set forth, at any
time  on  or  after on or prior to the close of business on August 26, 2009 (the
"TERMINATION DATE") but not thereafter, to subscribe for and purchase from China
  ---------------
World  Trade  Corporation,  a  Nevada  corporation (the "COMPANY"), up to 43,000
                                                         -------
shares (the "WARRANT SHARES") of Common Stock, $.001 par value per share, of the
             --------------
Company  (the  "COMMON  STOCK"). The purchase price of one share of Common Stock
                -------------
(the  "EXERCISE PRICE") under this Warrant shall be $2.50, subject to adjustment
       --------------
hereunder.  The  Exercise  Price  and the number of Warrant Shares for which the
Warrant  is  exercisable  shall  be  subject  to  adjustment as provided herein.
CAPITALIZED  TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
SET  FORTH  IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 26,
2004, BETWEEN THE COMPANY AND THE PURCHASERS SET FORTH ON SCHEDULE 1 THERETO(THE
                                                          ------------------
"PURCHASE  AGREEMENT").
 -------------------

<PAGE>

1.     Title  to  Warrant.  Prior  to  the  Termination  Date  and  subject  to
       ------------------
compliance  with applicable laws and Section 7 of this Warrant, this Warrant and
                                     ---------
all  rights  hereunder  are  transferable, in whole or in part, at the office or
agency  of  the  Company by the Holder in person or by duly authorized attorney,
upon  surrender of this Warrant together with the Assignment Form annexed hereto
properly  endorsed.  The  transferee shall sign an investment letter in form and
substance  reasonably  satisfactory  to  the  Company.

2.     Authorization  of  Shares.  The Company covenants that all Warrant Shares
       -------------------------
which may be issued upon the exercise of the purchase rights represented by this
Warrant  will, upon exercise of the purchase rights represented by this Warrant,
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens and charges in respect of the issue thereof (other than taxes
in  respect  of  any  transfer  occurring  contemporaneously  with  such issue).

3.     Exercise  of  Warrant.
       ---------------------

(a)     Exercise  of the purchase rights represented by this Warrant may be made
at  any time or times on or after the Initial Exercise Date and on or before the
Termination  Date  by  the  surrender of this Warrant and the Notice of Exercise
Form  annexed  hereto duly executed, at the office of the Company (or such other
office  or agency of the Company as it may designate by notice in writing to the
registered  Holder  at  the address of such Holder appearing on the books of the
Company),  and  upon payment of the Exercise Price of the Warrant Shares thereby
purchased  by  wire transfer or cashier's check drawn on a United States bank or
internationally  recognized  bank,  the  Holder  shall  be entitled to receive a
certificate  for  the  number  of  Warrant Shares so purchased. Certificates for
Warrant Shares purchased hereunder shall be delivered to the Holder within seven
(7)  Trading  Days  after  the  date  on  which  this  Warrant  shall  have been
exercised  as aforesaid. This Warrant shall be deemed to have been exercised and
such  certificate  or  certificates shall be deemed to have been issued, and the
Holder  or any other person so designated to be named therein shall be deemed to
have  become  a holder of record of such shares for all purposes, as of the date
the  Warrant  has  been  properly  exercised  by  payment  to the Company of the
Exercise Price and all taxes required to be paid by the Holder, if any, pursuant
to Section 5 have been paid. If such conditions by the Holder have been met, and
   ---------
the  Company  fails  to  deliver  to  the  Holder  a certificate or certificates
representing  the  Warrant  Shares pursuant to this Section 3(a) by the close of
                                                    ------------
business  on  the 7th Trading Day after the date of such conditions being met by
the  Holder,  then  the Holder will have the right to rescind such exercise.  In
addition  to  any  other rights available to the Holder, if the Company fails to
deliver  to  the  Holder  a certificate or certificates representing the Warrant
Shares  pursuant  to  a  proper  exercise,  and  all conditions being met by the
Holder,  by  the  close  of  business  on the 10th Trading Day after the date of
exercise,  and  if  after  such  10th  Trading Day 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 Shares
which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the
                                                              ------
Company shall (1) pay in immediately available funds to the Holder the amount by
which (x) the Holder's total purchase price (including brokerage commissions, if
any)  for  the  Warrant  Shares  so purchased exceeds (y) the amount obtained by
multiplying  (A)  the  number of Warrant Shares that the Company was required to
deliver  to  the  Holder  in connection with the exercise at issue times (B) the
price  at  which  the  sell  order  giving  rise to such purchase obligation was
executed,  and  (2) at the option of the Holder, either reinstate the portion of
the  Warrant and equivalent number of Warrant Shares for which such exercise was
not  honored  or deliver to the Holder the number of shares of Common Stock that
would  have  been  issued  had the Company timely complied with its exercise and
delivery  obligations  hereunder.  For  example,  if the Holder purchases Common
Stock having a total purchase price of $100 to cover a Buy-In with respect to an
attempted exercise of Warrant Shares with an aggregate sale price giving rise to
such  purchase  obligation of $80, under clause (1) of the immediately preceding
sentence  the Company shall be required to pay the Holder $20.  The Holder shall
provide  the Company 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  Company.  Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect  to  the  Company's  failure to timely deliver
certificates  representing  Warrant  Shares  as  required  pursuant to the terms
hereof.

(b)     If this Warrant shall have been exercised in part, the Company shall, at
the  time  of  delivery  of the certificate or certificates representing Warrant
Shares,  deliver  to  Holder  a  new  Warrant evidencing the rights of Holder to
purchase  the  unpurchased  Warrant Shares called for by this Warrant, which new
Warrant  shall  in  all  other  respects  be  identical  with  this  Warrant.

(c)     The  Company  shall  not  effect  any  exercise of this Warrant, and the
Holder  shall  not  have  the  right  to  exercise  any portion of this Warrant,
pursuant to Section 3(a) or otherwise, to the extent that after giving effect to
            ------------
such  issuance  after  exercise,  the  Holder  (together  with  the  Holder's
Affiliates),  as  set  forth  on  the  applicable  Notice  of  Exercise,  would
beneficially  own  in excess of 4.9% of the number of shares of the Common Stock
issued  and  outstanding  immediately  after giving effect to such issuance. For
purposes  of  the  foregoing  sentence,  the  number  of  shares of Common Stock
beneficially  owned by the Holder and its Affiliates shall include the number of
shares  of  Common  Stock issuable upon exercise of this Warrant with respect to
which  the  determination  of such sentence is being made, but shall exclude the
number  of  shares  of Common Stock which would be issuable upon (A) exercise of
the  remaining,  nonexercised  portion of this Warrant beneficially owned by the
Holder  or  any  of  its  Affiliates  and  (B)  exercise  or  conversion  of the
unexercised  or  nonconverted  portion  of  any  other securities of the Company
(including,  without  limitation, any other Warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned  by  the  Holder  or  any  of  its  Affiliates. Except as set forth in the
preceding  sentence,  for  purposes  of  this Section 3(c), beneficial ownership
                                              ------------
shall  be  calculated  in accordance with Section 13(d) of the Exchange Act. For
                                          -------------
purposes  of  this Section 3(c), in determining the number of outstanding shares
                   ------------
of  Common  Stock,  the  Holder  may rely on the number of outstanding shares of
Common  Stock  as  reflected  in (x) the Company's most recent Form 10-Q or Form
10-K,  as  the case may be, (y) a more recent public announcement by the Company
or  (z)  any other notice by the Company or the Company's transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the written or oral
request of the Holder, the Company shall within four Trading Days confirm orally
and  in  writing  to  the  Holder  the  number  of  shares  of Common Stock then
outstanding.  In  any  case,  the number of outstanding shares of Company Common
Stock  shall  be determined after giving effect to the conversion or exercise of
securities  of  the  Company,  including  this  Warrant,  by  the  Holder or its
Affiliates  since  the  date  as  of  which such number of outstanding shares of
Common  Stock was reported. The provisions of this Section 3(c) may be waived by
                                                   ------------
the  Holder  upon,  at  the election of the Holder, not less than 61 days' prior
notice to the Company, and the provisions of this Section 3(c) shall continue to
                                                  ------------
apply  until  such 61st day (or such later date, as determined by the Holder, as
may be specified in such notice of waiver). The Holder is solely responsible for
all  calculations  required  in  this  Section  3(c).  The Company shall have no
                                       -------------
liability  for any issuances of Warrant Shares that exceed the 5% amount and the
Company is entitled to rely on all calculations by the Holder and/or its agents.
The Holder's exercise notice shall be deemed a representation of the Holder that
the  number  of  Warrant  Shares to be acquired pursuant to such exercise notice
shall  be  in  compliance  with  the  provisions  of  this  Section  3(c).

(d)     If, but only if, at any time after one year from the date of issuance of
this Warrant there is no effective Registration Statement registering the resale
of  the Warrant Shares by the Holder, this Warrant may also be exercised at such
time  by means of a "cashless exercise" in which the Holder shall be entitled to
receive  a  certificate  for  the number of Warrant Shares equal to the quotient
obtained  by  dividing  [(A-B)  (X)]  by  (A),  where:

     (A)  =  the  Closing  Price  on  the Trading Day preceding the date of such
             election;

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

     (X)  =  the number of Warrant Shares issuable upon exercise of the Warrants
             in  accordance  with  the  terms  of  this  Warrant.

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

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

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

7.     Transfer,  Division  and  Combination.
       -------------------------------------

(a)     Subject  to  compliance  with  any  applicable  securities  laws and the
conditions  set forth in Section 1 and Section 7(e) hereof and to the provisions
                         ---------             ----
of  Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder
    -----------
are  transferable,  in  whole  or in part, upon surrender of this Warrant at the
principal  office  of  the  Company,  together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
its  agent  or  attorney  and funds sufficient to pay any transfer taxes payable
upon  the  making  of  such transfer. Upon such surrender and, if required, such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name  of  the  assignee  or  assignees  and in the denomination or denominations
specified  in  such  instrument of assignment, and shall issue to the assignor a
new  Warrant  evidencing  the  portion of this Warrant not so assigned, and this
Warrant  shall  promptly  be  cancelled. A Warrant, if properly assigned, may be
exercised  by  a  new holder for the purchase of Warrant Shares without having a
new  Warrant  issued.

(b)     This  Warrant  may  be  divided  or  combined  with  other Warrants upon
presentation  hereof  at  the  aforesaid  office of the Company, together with a
written  notice specifying the names and denominations in which new Warrants are
to  be  issued,  signed  by  the  Holder  or  its  agent or attorney. Subject to
compliance  with  Section 7(a), as to any transfer which may be involved in such
                  ------------
division  or combination, the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance  with  such  notice.

(c)     The  Company  shall prepare, issue and deliver at its own expense (other
than  transfer  taxes)  the  new  Warrant  or  Warrants  under  this  Section 7.
                                                                      ---------

(d)     The  Company  agrees to maintain, at its aforesaid office, books for the
registration  and  the  registration  of  transfer  of  the  Warrants.

(e)     If,  at the time of the surrender of this Warrant in connection with any
transfer  of  this Warrant, the transfer of this Warrant shall not be registered
pursuant to  an  effective registration  statement  under the Securities Act and
under  applicable state securities or blue sky laws, the Company may require, as
a  condition of allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which  opinion  shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without  registration  under  the  Securities  Act  and  under  applicable state
securities  or  blue  sky  laws,  (ii) that the holder or transferee execute and
deliver  to the Company an investment letter in form and substance acceptable to
the Company and (iii) that the transferee be an "accredited investor" as defined
in  Rule  501(a)  promulgated  under  the  Securities  Act.

8.     No  Rights  as  Shareholder Until Exercise. This Warrant does not entitle
       ------------------------------------------
the  Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
     of  the  aggregate Exercise Price, the Warrant Shares so purchased shall be
and  be deemed to be issued to such Holder as the record owner of such shares as
of  the close of business on the later of the date of such surrender or payment.

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

10.    Saturdays,  Sundays, Holidays, etc.  If the last or appointed day for the
       ----------------------------------
taking  of  any action or the expiration of any right required or granted herein
shall  be  a  Saturday, Sunday or a legal holiday in the State of New York, then
such  action  may be taken or such right may be exercised on the next succeeding
day  not  a  Saturday,  Sunday  or  legal  holiday  in  the  State  of New York.

11.    Adjustments  to  Exercise  Price  and  Number  of  Warrant  Shares.
       ------------------------------------------------------------------
     For  purposes  of this Section 11, references to Common Stock shall include
                            ----------
shares  of  Common Stock, par value $.0001 of the Company (and any other classes
of  common  stock  issued  by  the  Company).

(a)     Stock  Splits,  Etc.  The number and kind of securities purchasable upon
        -------------------
the  exercise  of  this  Warrant  and  the  Exercise  Price  shall be subject to
adjustment from time to time upon the happening of any of the following. In case
the  Company  shall  (i)  pay  a  dividend  in  shares of Common Stock or make a
distribution  in  shares  of  Common  Stock to holders of its outstanding Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number  of  shares,  (iii) combine its outstanding shares of Common Stock into a
smaller  number  of  shares  of  Common  Stock,  or (iv) issue any shares of its
capital  stock  in  a  reclassification  of the Common Stock, then the number of
Warrant  Shares  purchasable  upon  exercise  of  this Warrant immediately prior
thereto  shall  be  adjusted so that the Holder shall be entitled to receive the
kind  and  number  of Warrant Shares or other securities of the Company which it
would  have  owned  or  have  been  entitled  to  receive  had such Warrant been
exercised  in  advance thereof. Upon each such adjustment of the kind and number
of  Warrant  Shares  or  other  securities  of the Company which are purchasable
hereunder  pursuant  to  this  Section  11(a),  the  Holder  shall thereafter be
entitled  to purchase the number of Warrant Shares or other securities resulting
from  such  adjustment  at an Exercise Price per Warrant Share or other security
obtained  by  multiplying the Exercise Price in effect immediately prior to such
adjustment  by  the  number  of  Warrant  Shares  purchasable  pursuant  hereto
immediately  prior  to  such  adjustment  and  dividing by the number of Warrant
Shares  or  other  securities  of the Company resulting from such adjustment. An
adjustment  made  pursuant  to this paragraph shall become effective immediately
after  the  effective date of such event retroactive to the record date, if any,
for  such  event.

(b)     Anti-Dilution Provisions.  From the Initial Exercise Date until one year
        ------------------------
following  the Closing Date, the Exercise Price and the number of Warrant Shares
issuable  hereunder  and  for which this Warrant is then exercisable pursuant to
Section 1 hereof shall be subject to adjustment from time to time as provided in
---------
this  Section  11(b).  In the event that any adjustment of the Exercise Price as
      --------------
required  herein  results  in a fraction of a cent, such Exercise Price shall be
rounded  up  or  down  to  the  nearest  cent.

(i)     Effect on Exercise Price of Certain Events.  For purposes of determining
        ------------------------------------------
the  adjusted  Exercise  Price  under  Section  11(b) hereof, the following will
                                       --------------
be  applicable:

(A)     If  at  any  time from Closing Date until the first anniversary thereof,
the  Company  shall  grant any warrants to any person or entity with an exercise
price  which  shall be less than the Exercise Price, without the consent of each
Holder, the Exercise Price (of the Warrants which have not been exercised) shall
be  adjusted  to  equal  to  such  lower  exercise  price

(B)     Exceptions  to Adjustment of Exercise Price. Notwithstanding anything to
        -------------------------------------------
the contrary herein, this Section 11(b) shall not apply to the following (1) the
                          -------------
granting  of  warrants  to  employees, officers, directors or consultants of the
Company  pursuant  to  any  stock  option  plan  or  other  written compensatory
agreement,  or  (2)  the  issuance  of warrants in connection with acquisitions,
joint  ventures,  arrangements related to the Company's operations and strategic
relationships,  or  other strategic investments, the primary purpose of which is
not  to  raise  capital.

(ii)    Minimum  Adjustment  of  Exercise  Price.  No adjustment of the Exercise
        ----------------------------------------
Price shall be made in an amount of less than 1% of the Exercise Price in effect
     at  the time such adjustment is otherwise required to be made, but any such
lesser  adjustment  shall  be  carried forward and shall be made at the time and
together  with  the  next  subsequent  adjustment  which,  together  with  any
adjustments  so  carried  forward,  shall  amount  to  not  less than 1% of such
Exercise  Price.

12.    Reorganization,  Reclassification,  Merger,  Consolidation or Disposition
       -------------------------------------------------------------------------
of  Assets.  In  case  the  Company shall reorganize its capital, reclassify its
-----------
capital stock (other than as set forth in Section 11), consolidate or merge with
or  into  another  corporation  (where  the  Company  is  not  the  surviving
corporation  or  where  there is a change in or distribution with respect to any
class of common stock of the Company), or sell, transfer or otherwise dispose of
all or substantially all its property, assets or business to another corporation
and,  pursuant  to  the  terms of such reorganization, reclassification, merger,
consolidation  or disposition of assets, shares of common stock of the successor
or  acquiring  corporation,  or any cash, shares of stock or other securities or
property  of  any nature whatsoever (including warrants or other subscription or
purchase  rights)  in addition to or in lieu of common stock of the successor or
acquiring  corporation  ("OTHER PROPERTY"), are to be received by or distributed
                          --------------
to  the  holders  of Common Stock of the Company, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the number of shares
of  Common Stock of the successor or acquiring corporation or of the Company, if
it  is  the  surviving  corporation,  and Other Property receivable upon or as a
result  of  such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of  assets  by a Holder of the number of shares of Common Stock for
which  this  Warrant  is exercisable immediately prior to such event. In case of
any  such reorganization, reclassification, merger, consolidation or disposition
of  assets,  the  successor or acquiring corporation (if other than the Company)
shall  expressly  assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the  Company  and all the obligations and liabilities hereunder, subject to such
modifications  as  may  be  deemed  appropriate  (as determined in good faith by
resolution  of  the  Board  of Directors of the Company) in order to provide for
adjustments  of Warrant Shares for which this Warrant is exercisable which shall
be  as  nearly equivalent as practicable to the adjustments provided for in this
Section  12.  For purposes of this Section 12, "COMMON STOCK OF THE SUCCESSOR OR
-----------                        ----------   --------------------------------
ACQUIRING  CORPORATION"  shall  include  stock  of such corporation of any class
----------------------
which  is  not preferred as to dividends or assets over any other class of stock
of  such  corporation  and  which  is  not  subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are  convertible  into or exchangeable for any such stock, either immediately or
upon  the  arrival of a specified date or the happening of a specified event and
any  warrants  or  other rights to subscribe for or purchase any such stock. The
foregoing  provisions  of  this  Section  12 shall similarly apply to successive
                                 -----------
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

13.    Voluntary  Adjustment by the Company.  The Company may at any time during
       ------------------------------------
the  term  of  this Warrant reduce the then current Exercise Price to any amount
and  for  any period of time deemed appropriate by the Board of Directors of the
Company.

14.    Notice of Adjustment.  Whenever the number of Warrant Shares or number or
       --------------------
kind  of  securities  or  other  property  purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof  to  the  Holder,  which  notice shall state the number of
Warrant  Shares (and other securities or property) purchasable upon the exercise
of  this  Warrant  and  the  Exercise  Price  of  such Warrant Shares (and other
securities  or  property) after such adjustment, setting forth a brief statement
of  the  facts  requiring  such  adjustment and setting forth the computation by
which  such  adjustment  was  made.

15.    Notice  of  Corporate  Action.  If  at  any  time:
       -----------------------------

(a)     the  Company  shall take a record of the holders of its Common Stock for
the  purpose  of  entitling them to receive a dividend or other distribution, or
any  right  to  subscribe for or purchase any evidences of its indebtedness, any
shares  of stock of any class or any other securities or property, or to receive
any  other  right,  or

(b)     there  shall  be  any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or  merger  of  the  Company with, or any sale, transfer or other
disposition  of all or substantially all the property, assets or business of the
Company  to,  another  corporation  or,

(c)     there  shall  be  a voluntary or involuntary dissolution, liquidation or
winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  10 days' prior written notice of the date on which a record date shall be
selected  for  such dividend, distribution or right or for determining rights to
vote  in  respect  of  any  such  reorganization,  reclassification,  merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days'  prior  written  notice  of  the date when the same shall take place. Such
notice  in  accordance with the foregoing clause also shall specify (i) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  Warrant  Shares  for securities or other property
deliverable  upon such disposition, dissolution, liquidation or winding up. Each
such  written  notice  shall be sufficiently given if addressed to Holder at the
last  address  of  Holder appearing on the books of the Company and delivered in
accordance  with  Section  17(d).
                  --------------

16.    Authorized  Shares.  The  Company  covenants  that  during the period the
       ------------------
Warrant  is outstanding, it will reserve from its authorized and unissued Common
Stock  a  sufficient number of shares to provide for the issuance of the Warrant
Shares  upon the exercise of any purchase rights under this Warrant. The Company
further  covenants  that  its  issuance  of  this  Warrant shall constitute full
authority  to  its  officers  who  are  charged with the duty of executing stock
certificates  to  execute  and  issue the necessary certificates for the Warrant
Shares  upon the exercise of the purchase rights under this Warrant. The Company
will  take  all  such  reasonable action as may be necessary to assure that such
Warrant  Shares  may  be  issued  as  provided  herein  without violation of any
applicable  law  or  regulation, or of any requirements of the principal Trading
Market  upon  which  the  Common  Stock  may  be  listed.

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

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

17.    Miscellaneous.
       -------------

(a)     Jurisdiction.  This  Agreement  shall  be  governed  by and construed in
        ------------
accordance with the internal laws of the State of New York without regard to the
conflicts  of  laws  principles  thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or  under  this  Agreement,  shall be brought solely in a federal or state court
located  in the City, County and State of New York. By its execution hereof, the
parties  hereby  covenant and irrevocably submit to the in personam jurisdiction
of  the  federal  and  state courts located in the City, County and State of New
York  and  agree  that  any process in any such action may be served upon any of
them  personally,  or  by  certified  mail or registered mail upon them or their
agent,  return  receipt  requested,  with  the  same full force and effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any  such  jurisdiction  is  not  a  convenient forum for any such suit or
proceeding  and  any  defense  or  lack of in personam jurisdiction with respect
thereto.  In  the  event  of any such action or proceeding, the party prevailing
therein  shall  be  entitled  to  payment  from  the  other  party hereto of its
reasonable  counsel  fees  and disbursements in an amount judicially determined.

(b)     Restrictions.  The  Holder acknowledges that the Warrant Shares acquired
        ------------
upon  the  exercise  of  this  Warrant,  if  not registered for resale under the
Securities  Act,  will  have  legends  imprinted  upon  any  stock  certificates
evidencing such Warrant Shares and the Company will notify its transfer agent of
restrictions  upon resale imposed by the applicable state and federal securities
laws.

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

(d)     Notices.  Any notice, request or other document required or permitted to
        -------
be  given  or  delivered  to  the  Holder  by  the Company shall be delivered in
accordance  with the notice provisions of the Purchase Agreement; provided, upon
                                                                  --------
any  permitted  assignment  of this Warrant, the assignee shall promptly provide
the  Company  with  its  contact  information.

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

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

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

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

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

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


                  [Remainder of page intentionally left blank]


<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
its  officer  thereunto  duly  authorized.

Dated:  August  26,  2004

CHINA  WORLD  TRADE  CORPORATION


By:    /s/  John  Hui
       --------------
Name:  John  Hui
Title: Chief  Executive  Officer
       and Vice Chairman


DUNCAN  CAPITAL,  LLC


By:    /s/  David  Fuchs
       -----------------
Name:  David  Fuchs
Title: Managing  Member


<PAGE>


                               NOTICE OF EXERCISE

To:     China  World  Trade  Corporation

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

2.     Payment  shall  take the form of in lawful money of the United States; or

3.     Please  issue  a  certificate or certificates representing said Placement
Agent's  Warrant  Shares in the name of the undersigned or in such other name as
is  specified  below:


                           --------------------------
    The Placement Agent's Warrant Shares shall be delivered to the following:
                           --------------------------


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


[PURCHASER]



By:  -------------------------
     Name:
     Title:


<PAGE>

                                ASSIGNMENT FORM

(To  assign  the  foregoing  warrant,  execute  this  form  and  supply required
information.  Do  not  use  this  form  to  exercise  the  warrant.)

     FOR  VALUE RECEIVED, the foregoing Placement Agent's Warrant and all rights
evidenced  thereby  are  hereby  assigned  to

                                   ,  whose  address  is:
___________________________________

_________________________________________________________

_________________________________________________________


Dated:               ,  200_
      _______________


Holder's  Signature:
                    ___________________________
Holder's  Address:
                  _____________________________

Signature  Guaranteed:
                      _________________________



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


<PAGE>


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

                          CHINA WORLD TRADE CORPORATION
      PLACEMENT AGENT'S WARRANT TO PURCHASE 69,667 SHARES OF COMMON STOCK
                            (SUBJECT TO ADJUSTMENT)
                         (VOID AFTER DECEMBER 3, 2009)


PPW  -
------

     THIS  COMMON  STOCK  PURCHASE  WARRANT  CERTIFIES that, for value received,
DUNCAN  CAPITAL,  LLC (the "HOLDER"), is entitled, upon the terms and subject to
                            ------
the  limitations  on  exercise  and the conditions hereinafter set forth, at any
time  on  or after on or prior to the close of business on December 3, 2009 (the
"TERMINATION DATE") but not thereafter, to subscribe for and purchase from China
 ----------------
World  Trade  Corporation,  a  Nevada  corporation (the "COMPANY"), up to 69,667
                                                         -------
shares (the "WARRANT SHARES") of Common Stock, $.001 par value per share, of the
             --------------
Company  (the  "COMMON  STOCK"). The purchase price of one share of Common Stock
                -------------
(the  "EXERCISE PRICE") under this Warrant shall be $2.50, subject to adjustment
       --------------
hereunder.  The  Exercise  Price  and the number of Warrant Shares for which the
Warrant  is  exercisable  shall  be  subject  to  adjustment as provided herein.
CAPITALIZED  TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
SET  FORTH  IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 26,
2004, BETWEEN THE COMPANY AND THE PURCHASERS SET FORTH ON SCHEDULE 1 THERETO(THE
                                                          ------------------
"PURCHASE  AGREEMENT").
 -------------------

<PAGE>

12.    Title  to  Warrant.  Prior  to  the  Termination  Date  and  subject  to
       ------------------
compliance  with applicable laws and Section 7 of this Warrant, this Warrant and
                                     ---------
all  rights  hereunder  are  transferable, in whole or in part, at the office or
agency  of  the  Company by the Holder in person or by duly authorized attorney,
upon  surrender of this Warrant together with the Assignment Form annexed hereto
properly  endorsed.  The  transferee shall sign an investment letter in form and
substance  reasonably  satisfactory  to  the  Company.

13.    Authorization  of  Shares.  The Company covenants that all Warrant Shares
       -------------------------
which may be issued upon the exercise of the purchase rights represented by this
Warrant  will, upon exercise of the purchase rights represented by this Warrant,
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens and charges in respect of the issue thereof (other than taxes
in  respect  of  any  transfer  occurring  contemporaneously  with  such issue).

14.    Exercise  of  Warrant.
       ---------------------

(a)     Exercise  of the purchase rights represented by this Warrant may be made
at  any time or times on or after the Initial Exercise Date and on or before the
Termination  Date  by  the  surrender of this Warrant and the Notice of Exercise
Form  annexed  hereto duly executed, at the office of the Company (or such other
office  or agency of the Company as it may designate by notice in writing to the
registered  Holder  at  the address of such Holder appearing on the books of the
Company),  and  upon payment of the Exercise Price of the Warrant Shares thereby
purchased  by  wire transfer or cashier's check drawn on a United States bank or
internationally  recognized  bank,  the  Holder  shall  be entitled to receive a
certificate  for  the  number  of  Warrant Shares so purchased. Certificates for
Warrant Shares purchased hereunder shall be delivered to the Holder within seven
(7)  Trading  Days  after  the  date  on  which  this  Warrant  shall  have been
exercised  as aforesaid. This Warrant shall be deemed to have been exercised and
such  certificate  or  certificates shall be deemed to have been issued, and the
Holder  or any other person so designated to be named therein shall be deemed to
have  become  a holder of record of such shares for all purposes, as of the date
the  Warrant  has  been  properly  exercised  by  payment  to the Company of the
Exercise Price and all taxes required to be paid by the Holder, if any, pursuant
to Section 5 have been paid. If such conditions by the Holder have been met, and
   ---------
the  Company  fails  to  deliver  to  the  Holder  a certificate or certificates
representing  the  Warrant  Shares pursuant to this Section 3(a) by the close of
                                                    ------------
business  on  the 7th Trading Day after the date of such conditions being met by
the  Holder,  then  the Holder will have the right to rescind such exercise.  In
addition  to  any  other rights available to the Holder, if the Company fails to
deliver  to  the  Holder  a certificate or certificates representing the Warrant
Shares  pursuant  to  a  proper  exercise,  and  all conditions being met by the
Holder,  by  the  close  of  business  on the 10th Trading Day after the date of
exercise,  and  if  after  such  10th  Trading Day 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 Shares
which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the
                                                              ------
Company shall (1) pay in immediately available funds to the Holder the amount by
which (x) the Holder's total purchase price (including brokerage commissions, if
any)  for  the  Warrant  Shares  so purchased exceeds (y) the amount obtained by
multiplying  (A)  the  number of Warrant Shares that the Company was required to
deliver  to  the  Holder  in connection with the exercise at issue times (B) the
price  at  which  the  sell  order  giving  rise to such purchase obligation was
executed,  and  (2) at the option of the Holder, either reinstate the portion of
the  Warrant and equivalent number of Warrant Shares for which such exercise was
not  honored  or deliver to the Holder the number of shares of Common Stock that
would  have  been  issued  had the Company timely complied with its exercise and
delivery  obligations  hereunder.  For  example,  if the Holder purchases Common
Stock having a total purchase price of $100 to cover a Buy-In with respect to an
attempted exercise of Warrant Shares with an aggregate sale price giving rise to
such  purchase  obligation of $80, under clause (1) of the immediately preceding
sentence  the Company shall be required to pay the Holder $20.  The Holder shall
provide  the Company 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  Company.  Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect  to  the  Company's  failure to timely deliver
certificates  representing  Warrant  Shares  as  required  pursuant to the terms
hereof.

(b)     If this Warrant shall have been exercised in part, the Company shall, at
the  time  of  delivery  of the certificate or certificates representing Warrant
Shares,  deliver  to  Holder  a  new  Warrant evidencing the rights of Holder to
purchase  the  unpurchased  Warrant Shares called for by this Warrant, which new
Warrant  shall  in  all  other  respects  be  identical  with  this  Warrant.

(c)     The  Company  shall  not  effect  any  exercise of this Warrant, and the
Holder  shall  not  have  the  right  to  exercise  any portion of this Warrant,
pursuant to Section 3(a) or otherwise, to the extent that after giving effect to
            ------------
such  issuance  after  exercise,  the  Holder  (together  with  the  Holder's
Affiliates),  as  set  forth  on  the  applicable  Notice  of  Exercise,  would
beneficially  own  in excess of 4.9% of the number of shares of the Common Stock
issued  and  outstanding  immediately  after giving effect to such issuance. For
purposes  of  the  foregoing  sentence,  the  number  of  shares of Common Stock
beneficially  owned by the Holder and its Affiliates shall include the number of
shares  of  Common  Stock issuable upon exercise of this Warrant with respect to
which  the  determination  of such sentence is being made, but shall exclude the
number  of  shares  of Common Stock which would be issuable upon (A) exercise of
the  remaining,  nonexercised  portion of this Warrant beneficially owned by the
Holder  or  any  of  its  Affiliates  and  (B)  exercise  or  conversion  of the
unexercised  or  nonconverted  portion  of  any  other securities of the Company
(including,  without  limitation, any other Warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned  by  the  Holder  or  any  of  its  Affiliates. Except as set forth in the
preceding  sentence,  for  purposes  of  this Section 3(c), beneficial ownership
                                              ------------
shall  be  calculated  in accordance with Section 13(d) of the Exchange Act. For
                                          -------------
purposes  of  this Section 3(c), in determining the number of outstanding shares
                   ------------
of  Common  Stock,  the  Holder  may rely on the number of outstanding shares of
Common  Stock  as  reflected  in (x) the Company's most recent Form 10-Q or Form
10-K,  as  the case may be, (y) a more recent public announcement by the Company
or  (z)  any other notice by the Company or the Company's transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the written or oral
request of the Holder, the Company shall within four Trading Days confirm orally
and  in  writing  to  the  Holder  the  number  of  shares  of Common Stock then
outstanding.  In  any  case,  the number of outstanding shares of Company Common
Stock  shall  be determined after giving effect to the conversion or exercise of
securities  of  the  Company,  including  this  Warrant,  by  the  Holder or its
Affiliates  since  the  date  as  of  which such number of outstanding shares of
Common  Stock was reported. The provisions of this Section 3(c) may be waived by
                                                   ------------
the  Holder  upon,  at  the election of the Holder, not less than 61 days' prior
notice to the Company, and the provisions of this Section 3(c) shall continue to
                                                  ------------
apply  until  such 61st day (or such later date, as determined by the Holder, as
may be specified in such notice of waiver). The Holder is solely responsible for
all  calculations  required  in  this  Section  3(c).  The Company shall have no
                                       -------------
liability  for any issuances of Warrant Shares that exceed the 5% amount and the
Company is entitled to rely on all calculations by the Holder and/or its agents.
The Holder's exercise notice shall be deemed a representation of the Holder that
the  number  of  Warrant  Shares to be acquired pursuant to such exercise notice
shall  be  in  compliance  with  the  provisions  of  this  Section  3(c).

(d)     If, but only if, at any time after one year from the date of issuance of
this Warrant there is no effective Registration Statement registering the resale
of  the Warrant Shares by the Holder, this Warrant may also be exercised at such
time  by means of a "cashless exercise" in which the Holder shall be entitled to
receive  a  certificate  for  the number of Warrant Shares equal to the quotient
obtained  by  dividing  [(A-B)  (X)]  by  (A),  where:

     (A)  =  the  Closing  Price  on  the Trading Day preceding the date of such
             election;

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

     (X)  =  the number of Warrant Shares issuable upon exercise of the Warrants
             in  accordance  with  the  terms  of  this  Warrant.

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

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

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

18.    Transfer,  Division  and  Combination.
       -------------------------------------

(a)     Subject  to  compliance  with  any  applicable  securities  laws and the
conditions  set forth in Section 1 and Section 7(e) hereof and to the provisions
                         ---------             ----
of  Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder
    -----------
are  transferable,  in  whole  or in part, upon surrender of this Warrant at the
principal  office  of  the  Company,  together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
its  agent  or  attorney  and funds sufficient to pay any transfer taxes payable
upon  the  making  of  such transfer. Upon such surrender and, if required, such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name  of  the  assignee  or  assignees  and in the denomination or denominations
specified  in  such  instrument of assignment, and shall issue to the assignor a
new  Warrant  evidencing  the  portion of this Warrant not so assigned, and this
Warrant  shall  promptly  be  cancelled. A Warrant, if properly assigned, may be
exercised  by  a  new holder for the purchase of Warrant Shares without having a
new  Warrant  issued.

(b)     This  Warrant  may  be  divided  or  combined  with  other Warrants upon
presentation  hereof  at  the  aforesaid  office of the Company, together with a
written  notice specifying the names and denominations in which new Warrants are
to  be  issued,  signed  by  the  Holder  or  its  agent or attorney. Subject to
compliance  with  Section 7(a), as to any transfer which may be involved in such
                  ------------
division  or combination, the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance  with  such  notice.

(c)     The  Company  shall prepare, issue and deliver at its own expense (other
than  transfer  taxes)  the  new  Warrant  or  Warrants  under  this  Section 7.
                                                                      ---------

(d)     The  Company  agrees to maintain, at its aforesaid office, books for the
registration  and  the  registration  of  transfer  of  the  Warrants.

(e)     If,  at the time of the surrender of this Warrant in connection with any
transfer  of  this Warrant, the transfer of this Warrant shall not be registered
pursuant  to  an  effectiveregistration  statement  under the Securities Act and
under  applicable state securities or blue sky laws, the Company may require, as
a  condition of allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which  opinion  shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without  registration  under  the  Securities  Act  and  under  applicable state
securities  or  blue  sky  laws,  (ii) that the holder or transferee execute and
deliver  to the Company an investment letter in form and substance acceptable to
the Company and (iii) that the transferee be an "accredited investor" as defined
in  Rule  501(a)  promulgated  under  the  Securities  Act.

19.    No  Rights  as Shareholder Until Exercise.  This Warrant does not entitle
       -----------------------------------------
the  Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
     of  the  aggregate Exercise Price, the Warrant Shares so purchased shall be
and  be deemed to be issued to such Holder as the record owner of such shares as
of  the close of business on the later of the date of such surrender or payment.

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

21.    Saturdays,  Sundays, Holidays, etc.  If the last or appointed day for the
       ----------------------------------
taking  of  any action or the expiration of any right required or granted herein
shall  be  a  Saturday, Sunday or a legal holiday in the State of New York, then
such  action  may be taken or such right may be exercised on the next succeeding
day  not  a  Saturday,  Sunday  or  legal  holiday  in  the  State  of New York.

22.    Adjustments  to  Exercise  Price  and  Number  of  Warrant  Shares.
       ------------------------------------------------------------------
     For  purposes  of this Section 11, references to Common Stock shall include
                            ----------
shares  of  Common Stock, par value $.0001 of the Company (and any other classes
of  common  stock  issued  by  the  Company).

(a)     Stock  Splits,  Etc.  The number and kind of securities purchasable upon
        -------------------
the  exercise  of  this  Warrant  and  the  Exercise  Price  shall be subject to
adjustment from time to time upon the happening of any of the following. In case
     the  Company  shall  (i) pay a dividend in shares of Common Stock or make a
distribution  in  shares  of  Common  Stock to holders of its outstanding Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number  of  shares,  (iii) combine its outstanding shares of Common Stock into a
smaller  number  of  shares  of  Common  Stock,  or (iv) issue any shares of its
capital  stock  in  a  reclassification  of the Common Stock, then the number of
Warrant  Shares  purchasable  upon  exercise  of  this Warrant immediately prior
thereto  shall  be  adjusted so that the Holder shall be entitled to receive the
kind  and  number  of Warrant Shares or other securities of the Company which it
would  have  owned  or  have  been  entitled  to  receive  had such Warrant been
exercised  in  advance thereof. Upon each such adjustment of the kind and number
of  Warrant  Shares  or  other  securities  of the Company which are purchasable
hereunder  pursuant  to  this  Section  11(a),  the  Holder  shall thereafter be
entitled  to purchase the number of Warrant Shares or other securities resulting
from  such  adjustment  at an Exercise Price per Warrant Share or other security
obtained  by  multiplying the Exercise Price in effect immediately prior to such
adjustment  by  the  number  of  Warrant  Shares  purchasable  pursuant  hereto
immediately  prior  to  such  adjustment  and  dividing by the number of Warrant
Shares  or  other  securities  of the Company resulting from such adjustment. An
adjustment  made  pursuant  to this paragraph shall become effective immediately
after  the  effective date of such event retroactive to the record date, if any,
for  such  event.

(b)     Anti-Dilution Provisions.  From the Initial Exercise Date until one year
        ------------------------
following  the Closing Date, the Exercise Price and the number of Warrant Shares
issuable  hereunder  and  for which this Warrant is then exercisable pursuant to
Section 1 hereof shall be subject to adjustment from time to time as provided in
---------
this  Section  11(b).  In the event that any adjustment of the Exercise Price as
      --------------
required  herein  results  in a fraction of a cent, such Exercise Price shall be
rounded  up  or  down  to  the  nearest  cent.

(i)     Effect on Exercise Price of Certain Events.  For purposes of determining
        ------------------------------------------
the  adjusted  Exercise  Price  under  Section  11(b) hereof, the following will
                                       -------------
be  applicable:

(A)     If  at  any  time from Closing Date until the first anniversary thereof,
the  Company  shall  grant any warrants to any person or entity with an exercise
price  which  shall be less than the Exercise Price, without the consent of each
Holder, the Exercise Price (of the Warrants which have not been exercised) shall
     be  adjusted  to  equal  to  such  lower  exercise  price

(B)     Exceptions  to Adjustment of Exercise Price. Notwithstanding anything to
        -------------------------------------------
the contrary herein, this Section 11(b) shall not apply to the following (1) the
                          -------------
granting  of  warrants  to  employees, officers, directors or consultants of the
Company  pursuant  to  any  stock  option  plan  or  other  written compensatory
agreement,  or  (2)  the  issuance  of warrants in connection with acquisitions,
joint  ventures,  arrangements related to the Company's operations and strategic
relationships,  or  other strategic investments, the primary purpose of which is
not  to  raise  capital.

(ii)    Minimum  Adjustment  of  Exercise  Price.  No adjustment of the Exercise
        ----------------------------------------
Price shall be made in an amount of less than 1% of the Exercise Price in effect
     at  the time such adjustment is otherwise required to be made, but any such
lesser  adjustment  shall  be  carried forward and shall be made at the time and
together  with  the  next  subsequent  adjustment  which,  together  with  any
adjustments  so  carried  forward,  shall  amount  to  not  less than 1% of such
Exercise  Price.

17.    Reorganization,  Reclassification,  Merger,  Consolidation or Disposition
       -------------------------------------------------------------------------
of  Assets.  In  case  the  Company shall reorganize its capital, reclassify its
---------
capital stock (other than as set forth in Section 11), consolidate or merge with
     or  into  another  corporation  (where  the  Company  is  not the surviving
corporation  or  where  there is a change in or distribution with respect to any
class of common stock of the Company), or sell, transfer or otherwise dispose of
all or substantially all its property, assets or business to another corporation
and,  pursuant  to  the  terms of such reorganization, reclassification, merger,
consolidation  or disposition of assets, shares of common stock of the successor
or  acquiring  corporation,  or any cash, shares of stock or other securities or
property  of  any nature whatsoever (including warrants or other subscription or
purchase  rights)  in addition to or in lieu of common stock of the successor or
acquiring  corporation  ("OTHER PROPERTY"), are to be received by or distributed
                          --------------
to  the  holders  of Common Stock of the Company, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the number of shares
of  Common Stock of the successor or acquiring corporation or of the Company, if
it  is  the  surviving  corporation,  and Other Property receivable upon or as a
result  of  such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of  assets  by a Holder of the number of shares of Common Stock for
which  this  Warrant  is exercisable immediately prior to such event. In case of
any  such reorganization, reclassification, merger, consolidation or disposition
of  assets,  the  successor or acquiring corporation (if other than the Company)
shall  expressly  assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the  Company  and all the obligations and liabilities hereunder, subject to such
modifications  as  may  be  deemed  appropriate  (as determined in good faith by
resolution  of  the  Board  of Directors of the Company) in order to provide for
adjustments  of Warrant Shares for which this Warrant is exercisable which shall
be  as  nearly equivalent as practicable to the adjustments provided for in this
Section  12.  For purposes of this Section 12, "COMMON STOCK OF THE SUCCESSOR OR
-----------                        ----------   --------------------------------
ACQUIRING  CORPORATION"  shall  include  stock  of such corporation of any class
----------------------
which  is  not preferred as to dividends or assets over any other class of stock
of  such  corporation  and  which  is  not  subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are  convertible  into or exchangeable for any such stock, either immediately or
upon  the  arrival of a specified date or the happening of a specified event and
any  warrants  or  other rights to subscribe for or purchase any such stock. The
foregoing  provisions  of  this  Section  12 shall similarly apply to successive
                                 -----------
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

18.    Voluntary  Adjustment by the Company.  The Company may at any time during
       ------------------------------------
the  term  of  this Warrant reduce the then current Exercise Price to any amount
and  for  any period of time deemed appropriate by the Board of Directors of the
Company.

19.    Notice of Adjustment. Whenever the number  of Warrant Shares or number or
       --------------------
kind  of  securities  or  other  property  purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof  to  the  Holder,  which  notice shall state the number of
Warrant  Shares (and other securities or property) purchasable upon the exercise
of  this  Warrant  and  the  Exercise  Price  of  such Warrant Shares (and other
securities  or  property) after such adjustment, setting forth a brief statement
of  the  facts  requiring  such  adjustment and setting forth the computation by
which  such  adjustment  was  made.

20.    Notice  of  Corporate  Action.  If  at  any  time:
       -----------------------------

(d)     the  Company  shall take a record of the holders of its Common Stock for
the  purpose  of  entitling them to receive a dividend or other distribution, or
any  right  to  subscribe for or purchase any evidences of its indebtedness, any
shares  of stock of any class or any other securities or property, or to receive
any  other  right,  or

(e)     there  shall  be  any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or  merger  of  the  Company with, or any sale, transfer or other
disposition  of all or substantially all the property, assets or business of the
Company  to,  another  corporation  or,

(f)     there  shall  be  a voluntary or involuntary dissolution, liquidation or
winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  10 days' prior written notice of the date on which a record date shall be
selected  for  such dividend, distribution or right or for determining rights to
vote  in  respect  of  any  such  reorganization,  reclassification,  merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days'  prior  written  notice  of  the date when the same shall take place. Such
notice  in  accordance with the foregoing clause also shall specify (i) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  Warrant  Shares  for securities or other property
deliverable  upon such disposition, dissolution, liquidation or winding up. Each
such  written  notice  shall be sufficiently given if addressed to Holder at the
last  address  of  Holder appearing on the books of the Company and delivered in
accordance  with  Section  17(d).
                  --------------

21.    Authorized  Shares.  The  Company  covenants  that during the period the
       ------------------
Warrant  is outstanding, it will reserve from its authorized and unissued Common
Stock  a  sufficient number of shares to provide for the issuance of the Warrant
Shares  upon the exercise of any purchase rights under this Warrant. The Company
further  covenants  that  its  issuance  of  this  Warrant shall constitute full
authority  to  its  officers  who  are  charged with the duty of executing stock
certificates  to  execute  and  issue the necessary certificates for the Warrant
Shares  upon the exercise of the purchase rights under this Warrant. The Company
will  take  all  such  reasonable action as may be necessary to assure that such
Warrant  Shares  may  be  issued  as  provided  herein  without violation of any
applicable  law  or  regulation, or of any requirements of the principal Trading
Market  upon  which  the  Common  Stock  may  be  listed.

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

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

18.    Miscellaneous.
       -------------

(k)     Jurisdiction.  This  Agreement shall  be  governed  by  and construed in
        ------------
accordance with the internal laws of the State of New York without regard to the
conflicts  of  laws  principles  thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or  under  this  Agreement,  shall be brought solely in a federal or state court
located  in the City, County and State of New York. By its execution hereof, the
parties  hereby  covenant and irrevocably submit to the in personam jurisdiction
of  the  federal  and  state courts located in the City, County and State of New
York  and  agree  that  any process in any such action may be served upon any of
them  personally,  or  by  certified  mail or registered mail upon them or their
agent,  return  receipt  requested,  with  the  same full force and effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any  such  jurisdiction  is  not  a  convenient forum for any such suit or
proceeding  and  any  defense  or  lack of in personam jurisdiction with respect
thereto.  In  the  event  of any such action or proceeding, the party prevailing
therein  shall  be  entitled  to  payment  from  the  other  party hereto of its
reasonable  counsel  fees  and disbursements in an amount judicially determined.

(l)     Restrictions.  The  Holder acknowledges that the Warrant Shares acquired
        ------------
upon  the  exercise  of  this  Warrant,  if  not registered for resale under the
Securities  Act,  will  have  legends  imprinted  upon  any  stock  certificates
evidencing such Warrant Shares and the Company will notify its transfer agent of
     restrictions  upon  resale  imposed  by  the  applicable  state and federal
securities  laws.

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

(n)     Notices.  Any notice, request or other document required or permitted to
        -------
be  given  or  delivered  to  the  Holder  by  the Company shall be delivered in
accordance  with the notice provisions of the Purchase Agreement; provided, upon
                                                                  --------
any  permitted  assignment  of this Warrant, the assignee shall promptly provide
the  Company  with  its  contact  information.

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

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

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

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

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

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


                  [Remainder of page intentionally left blank]


<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
its  officer  thereunto  duly  authorized.

Dated:  December  3,  2004

CHINA  WORLD  TRADE  CORPORATION


By:    /s/  John  Hui
       --------------
Name:  John  Hui
Title: Chief  Executive  Officer
       and  Vice Chairman


DUNCAN  CAPITAL,  LLC


By:    /s/  David  Fuchs
       -----------------
Name:  David  Fuchs
Title: Managing  Member


<PAGE>


                               NOTICE OF EXERCISE

To:    China  World  Trade  Corporation

5.     The  undersigned  hereby  elects  to  purchase ________ Placement Agent's
Warrant  Shares  of  China  World Trade Corporation pursuant to the terms of the
attached  Placement  Agent's  Warrant  (only  if exercised in full), and tenders
herewith  payment  of  the  exercise price in full, together with all applicable
transfer  taxes,  if  any.

6.     Payment  shall  take the form of in lawful money of the United States; or

7.     Please  issue  a  certificate or certificates representing said Placement
Agent's  Warrant  Shares in the name of the undersigned or in such other name as
is  specified  below:


                          ----------------------------
    The Placement Agent's Warrant Shares shall be delivered to the following:
                          ----------------------------


8.     Accredited  Investor.  The  undersigned  is  an  "accredited investor" as
       --------------------
defined  in  Regulation  D  promulgated  under  the  Securities  Act of 1933, as
amended.

[PURCHASER]



By:  -------------------------
     Name:
     Title:


<PAGE>

                                ASSIGNMENT FORM

(To  assign  the  foregoing  warrant,  execute  this  form  and  supply required
information. Do  not  use  this  form  to  exercise  the  warrant.)

     FOR  VALUE RECEIVED, the foregoing Placement Agent's Warrant and all rights
evidenced  thereby  are  hereby  assigned  to

                                   ,  whose  address  is:
___________________________________


Dated:  _____________ ,  200_


Holder's  Signature:______________________________
Holder's  Address:________________________________

__________________________________________________


Signature  Guaranteed:____________________________


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