BONSO ELECTRONICS INTERNATIONAL INC.

                                WARRANT AGREEMENT
                                -----------------

     THIS AGREEMENT (the "Agreement"), dated as of _____________, 2000, is
between BONSO ELECTRONICS INTERNATIONAL INC., an International Business Company
organized in the British Virgin Islands (the "Company"), and U.S. STOCK TRANSFER
CORPORATION as warrant agent (the "Warrant Agent").

WHEREAS, the Company has declared a dividend payable to all record holders of
the Company's warrants at the close of trading on January 19, 2000 and to all
persons who exercised the Company's warrants during the period commencing
November 22, 1999 and ending at the close of business on January 19, 2000, said
dividend to consist of common stock purchase warrants (the "Warrants"); and

     WHEREAS, in connection with the warrant dividend, the Company will issue
2,174,403 Warrants evidencing the right to purchase an aggregate of 1,087,201
shares of Common Stock as constituted on the date hereof; and

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

NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties agree as follows:


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

     SECTION 2. Warrants and Form of Warrant Certificates.

     (A) Each two Warrants shall entitle the registered holder of the
certificate representing such Warrants to purchase upon the exercise thereof one
share of Common Stock, subject to the adjustments provided for in Section 9
hereof, at any time after issuance of the the Warrants until 2:00 p.m., Pacific
Time, on December 31, 2001 (the "Expiration Date"), unless earlier redeemed
pursuant to Section 11 hereof. At any time and from time to time prior to the
Expiration Date then in effect, the Company in its discretion may extend the
Expiration Date. In case the Company shall determine to extend the Expiration
Date, it shall so notify the Warrant Agent and the registered holders of the
outstanding Warrants, by mailing, first class, postage prepaid, notice that the
Expiration Date has been so extended, to such registered holders at their
addresses as they shall appear on the records of the Warrant Agent. Any notice
mailed in the manner provided herein shall be conclusively presumed to have been
duly given whether or not the registered holder actually receives such notice.
Upon the mailing of such notice as herein provided, the Expiration Date as so
extended shall be deemed the Expiration Date for all purposes of this Agreement.

                                       1
<PAGE>


     (B) The Warrant certificates shall be in registered form only. The text of
the Warrant certificate and the form of election to exercise a Warrant on the
reverse side thereof shall be substantially in the form of Exhibit A attached
hereto. Each Warrant certificate shall be dated as of the date of issuance
thereof by the Warrant Agent (whether upon initial issuance or upon transfer or
exchange), and shall be executed on behalf of the Company by the manual or
facsimile signature of its President or a Vice President, under its corporate
seal, affixed or in facsimile, and attested to by the manual or facsimile
signature of its Secretary or an Assistant Secretary. In case any officer of the
Company who shall have signed any Warrant certificate shall cease to be such
officer of the Company prior to the issuance thereof, such Warrant certificate
may nevertheless be issued and delivered with the same force and effect as
though the person who signed the same had not ceased to be such officer of the
Company. Any such Warrant certificate may be signed on behalf of the Company by
persons who at the actual date of execution of such Warrant certificate, are the
proper officers of the Company, although at the nominal date of such Warrant
certificate any such person shall not have been such officer of the Company.

     SECTION 3. Exercise of Warrants, Duration and Warrant Price. Subject to the
provisions of this Agreement, each registered holder of one or more Warrant
certificates shall have the right, which may be exercised as in such Warrant
certificates expressed, to purchase from the Company (and the Company shall
issue and sell to such registered holder) the number of shares of Common Stock
to which the Warrants represented by such certificates are at the time entitled
hereunder.

     Each Warrant not exercised by its Expiration Date shall become void, and
all rights thereunder and a in respect thereof under this Agreement shall cease
on such date.

     A Warrant may be exercised by the surrender of the certificate representing
such Warrant to the Company, at the office of the Warrant Agent, or at the
office of a successor to the Warrant Agent, with the purchase form set forth on
the reverse thereof duly executed and properly endorsed with the signatures
properly guaranteed, and upon payment in full to the Warrant Agent for the
account of the Company of the Warrant Price (as hereinafter defined) for the
number of shares of Common Stock as to which the Warrant is exercised. Such
Warrant Price shall be paid in full in cash or by certified or official bank
check payable in United States currency to the order of the Warrant Agent.

     The price per share of Common Stock at which the Warrants may be exercised
(the "Warrant Price") shall be $17.50, subject to adjustment in accordance with
Section 9 hereof and reduction as hereinafter provided. At any time and from
time to time prior to the Expiration Date, the Company in its discretion may
permanently or temporarily (for such period as the Company may determine) reduce
the Warrant Price. In case the Company shall determine to reduce the Warrant
Price, it shall so notify the Warrant Agent and the registered holders of the
outstanding Warrants, by mailing, first class, postage prepaid, notice of the
reduced Warrant Price (and if temporarily reduced, of the period during which
the Warrants may be exercised at such reduced price) to such registered holders
at their addresses as they shall appear on the records of the Warrant Agent. Any
notice mailed in the manner provided herein shall be conclusively presumed to
have been duly given whether or not the registered holder actually receives such
notice.

                                       2
<PAGE>


     Subject to the further provisions of this Section 3 and of Section 6
hereof, upon such surrender of Warrant certificates and payment of the Warrant
Price as aforesaid, the Company shall issue and cause to be delivered, with all
reasonable dispatch to or upon the written order of the registered holder of
such Warrants and in such name or names as such registered holder may designate,
a certificate or certificates for the number of securities so purchased upon the
exercise of such Warrants, together with cash, as provided in Section 10 of this
Agreement, in respect of any fraction of a share or security otherwise issuable
upon such surrender. All shares of Common Stock issued upon the exercise of a
Warrant shall be validly issued, fully paid and nonassessable and shall be
listed on any and all national securities exchanges upon which any other shares
of the Common Stock or securities otherwise issuable are then listed.

     Certificates representing such securities shall be deemed to have been
issued and any person so designated to be named therein shall be deemed to have
become a holder of record of such securities as of the date of the surrender of
such Warrants and payment of the Warrant Price as aforesaid; provided, however,
that if, at the date of surrender of such Warrants and payment of such Warrant
Price, the transfer books for the Common Stock or other securities purchasable
upon the exercise of such Warrants shall be closed, the certificates for the
securities in respect of which such Warrants are then exercised shall be
issuable as of the date on which such books shall next be opened and until such
date the Company shall be under no duty to deliver any certificate for such
securities. The rights of purchase represented by each Warrant certificate shall
be exercisable, at the election of the registered holders thereof, either as an
entirety or from time to time for part of the number of securities specified
therein and, in the event that any Warrant certificate is exercised in respect
of less than all of the securities specified therein at any time prior to the
Expiration Date of the Warrant certificate, a new Warrant certificate or
certificates will be issued to such registered holder for the remaining number
of securities specified in the Warrant certificate so surrendered.

     SECTION 4. Countersignature and Registration. The Warrant Agent shall
maintain books (the "Warrant Register") for the registration and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company. The
Warrant certificates shall be countersigned manually or by facsimile by the
Warrant Agent (or by any successor to the Warrant Agent then acting as such
under this Agreement) and shall not be valid for any purpose unless so
countersigned. Warrant certificates may be so countersigned, however, by the
Warrant Agent and delivered by the Warrant Agent, notwithstanding that the
persons whose manual or facsimile signatures appear thereon as proper officers
of the Company shall have ceased to be such officers at the time of such
countersignature or delivery.

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

                                       3
<PAGE>


     SECTION 5. Transfer and Exchange of Warrants. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of the certificate evidencing such Warrant for
transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant
certificate representing an equal aggregate number of Warrants shall be issued
to the transferee and the surrendered Warrant certificate shall be cancelled by
the Warrant Agent. The Warrant certificates so cancelled shall be delivered by
the Warrant Agent to the Company from time to time upon request.

     Warrant certificates may be surrendered to the Warrant Agent, together with
a written request for exchange, and thereupon the Warrant Agent shall issue in
exchange therefor one or more new Warrant certificates as requested by the
registered holder of the Warrant certificate or certificates so surrendered,
representing an equal aggregate number of Warrants.

     The Warrant Agent shall not be required to effect any registration of
transfer or exchange which w. in the issuance of a Warrant certificate for a
fraction of a Warrant.

No service charge shall be made for any exchange or registration of transfer of
Warrant certificates.

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

     SECTION 6. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of the shares of Common Stock
issuable upon the exercise of Warrants; provided, however, that the Company
shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issuance or delivery of any certificates for
Warrants or for shares of Common Stock in a name other than that of the
registered holder of the Warrants surrendered in respect thereof, and in such
case neither the Company nor the Warrant Agent shall be required to issue or
deliver any certificate for shares of Common Stock or any Warrant certificate
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company's satisfaction that such tax has been
paid.

     SECTION 7. Mutilated or Missing Warrants. In case any of the Warrant
certificates shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue, and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant
certificate, or in lieu of and substitution for the Warrant certificate lost,
stolen or destroyed, a new Warrant certificate representing an equal aggregate
number of Warrants, but only upon receipt of evidence satisfactory to the
Company and the Warrant Agent of such loss, theft or destruction of such Warrant
certificate and reasonable indemnity, if requested, also satisfactory to them.
Applicants for such substitute Warrant certificates shall also comply with such
other reasonable conditions and pay such reasonable charges as the Company or
the Warrant Agent may prescribe.

                                       4
<PAGE>


     SECTION 8. Reservation of Common Stock. There have been reserved, and the
Company shall at all times keep reserved, out of the authorized and unissued
shares of Common Stock, a number of shares sufficient to provide for the
exercise of the rights of purchase represented by the Warrants then outstanding
(or issuable upon exercise of the Representatives' Warrants), and the transfer
agent for the Common Stock and every subsequent transfer agent for any shares of
the Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid are hereby irrevocably authorized and directed at all times
to reserve such number of authorized and unissued shares as shall be requisite
for such purpose.

Prior to the issuance of any shares of Common Stock upon exercise of the
Warrants, the Company shall secure the listing of such shares on any and all
national securities exchanges and/or The Nasdaq Stock Market upon which any of
the other shares of the Common Stock are then listed and/or included. So long as
any unexpired Warrants remain outstanding, the Company will use its best efforts
to file such post-effective amendments to the Registration Statement or
supplements to the Prospectus filed pursuant to the Securities Act of 1933, as
amended (the "Act"), with respect to the Warrants (or such other registration
statements or post-effective amendments or supplements) as may be necessary to
permit trading in the Warrants and to permit the Company to deliver to each
person exercising a Warrant a Prospectus meeting the requirements of Section
10(a)(3) of the Act, and otherwise complying therewith; and the Company will,
from time to time, furnish the Warrant Agent with such Prospectuses in
sufficient quantity to permit the Warrant Agent to deliver such a Prospectus to
each holder of a Warrant upon the exercise thereof. The Company will use its
best efforts to obtain appropriate approvals or registrations under state "blue
sky" securities laws to permit lawful exercise of the Warrants. Notwithstanding
anything herein, Warrants may not be exercised by, or shares of Common Stock
issued to, any registered holder in any state or under any circumstance in which
such exercise would be unlawful. The Company will keep a copy of this Agreement
on file with the transfer agent for the Common Stock and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants.

     The Warrant Agent is hereby irrevocably authorized to requisition from time
to time from such transfer agent stock certificates required to honor
outstanding Warrants. The Company will supply such transfer agent with duly
executed certificates for such purpose and will itself provide or otherwise make
available any cash as provided in Section 10 of this Agreement. All Warrant
certificates surrendered in the exercise of the rights thereby evidenced shall
be cancelled by the Warrant Agent and shall thereafter be delivered to the
Company, and such cancelled Warrant certificates shall constitute sufficient
evidence of the number of shares of Common Stock which have been issued upon the
exercise of such Warrants. Promptly after the Expiration Date of the Warrants,
the Warrant Agent shall certify to the Company the aggregate number of such
Warrants which expired unexercised, and after the Expiration Date of the
Warrants, no shares of Common Stock shall be subject to reservation in respect
of such Warrants.

     SECTION 9. Adjustment of Warrant Price and Number of Shares of Common
Stock. Except as otherwise provided in this Section 9, the number and kind of
securities purchasable upon the exercise of the Warrants and the Warrant Price
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:

                                       5
<PAGE>


     9.1 Adjustments. The number of shares of Common Stock purchasable upon the
exercise of each and the Warrant Price shall be subject to adjustment as
follows:

          (a) In case the Company shall (i) pay a dividend in Common Stock or
make a distribution in Common Stock, (ii) subdivide its outstanding Common
Stock, (iii) combine its outstanding Common Stock into a smaller number of
shares of Common Stock, or (iv) issue, by reclassification of its Common Stock,
other securities of the Company, the number of shares of Common Stock
purchasable upon exercise of a Warrant immediately prior thereto shall be
adjusted so that the holder of a Warrant shall be entitled to receive the kind
and number of shares of Common Stock or other securities of the Company which
such holder would have owned or would have been entitled to receive immediately
after the happening of any of the events described above, had the Warrant been
exercised immediately prior to the happening of such event or any record date
with respect thereto. Any adjustment made pursuant to this subsection 9.1(a)
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

          (b) In case the Company shall issue rights, options, warrants or
convertible securities to all or substantially all holders of its Common Stock,
without any charge to such holders, entitling them to subscribe for or purchase
Common Stock at a price per share which is lower at the record date mentioned
below than the then Current Market Price (as defined in Section 10 hereof), the
number of shares of Common Stock thereafter purchasable upon the exercise of
each Warrant shall be determined by multiplying the number of shares of Common
Stock theretofore purchasable upon exercise of a Warrant by a fraction, of which
the numerator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible securities plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the denominator shall be the
number of shares of Common Stock outstanding immediately prior to the issuance
of such rights, options, warrants or convertible securities plus the number of
shares which the aggregate offering price of the total number of shares offered
would purchase at such Current Market Price. Such adjustment shall be made
whenever such rights, options, warrants or convertible securities are issued,
and shall become effective immediately and retroactive to the record date for
the determination of shareholders entitled to receive such rights, options,
warrants or convertible securities.

          (c) In case the Company shall distribute to all or substantially all
holders of its Common Stock, evidences of its indebtedness or assets (excluding
cash dividends or distributions out of earnings) or rights, options, warrants or
convertible securities containing the right to subscribe for or purchase Common
Stock (excluding those referred to in subsection 9.1(b) above), then in each
case the number of shares of Common Stock thereafter purchasable upon the
exercise of each Warrant shall be determined by multiplying the number of shares
of Common Stock theretofore purchasable upon exercise of such Warrant by a
fraction, of which the numerator shall be the then Current Market Price on the
date of such distribution, and of which the denominator shall be such Current
Market Price on such date minus the then fair value (determined as provided in
subparagraph (f) below) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights, options, warrants or
convertible securities applicable to one share. Such adjustment shall be made

                                       6
<PAGE>


whenever any such distribution is made and shall become effective on the date of
distribution retroactive to the record date for the determination of
shareholders entitled to receive such distribution.

          (d) No adjustment in the number of shares of Common Stock purchasable
pursuant to the Warrants shall be required unless such adjustment would require
an increase or decrease of at least one percent in the number of shares of
Common Stock then purchasable upon the exercise of the Warrants or, if the
Warrants are not then exercisable, the number of shares of Common Stock
purchasable upon the exercise of the Warrants on the first date thereafter that
the Warrants become exercisable; provided, however, that any adjustments which
by reason of this subsection 9.1(d) are not required to be made immediately
shall be carried forward and taken into account in any subsequent adjustment.

          (e) Whenever the number of shares of Common Stock purchasable upon the
exercise of a Warrant is adjusted as herein provided, the Warrant Price payable
upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of shares of Common Stock purchasable upon the exercise of such
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of shares of Common Stock so purchasable immediately thereafter.

          (f) To the extent not covered by subsections 9.1(b) or (c) hereof, in
case the Company shall sell or issue Common Stock or rights, options, warrants
or convertible securities containing the right to subscribe for or purchase
shares of Common Stock at a price per share (determined, in the case of such
rights, options, warrants or convertible securities, by dividing (i) the total
amount received or receivable by the Company in consideration of the sale or
issuance of such rights, options, warrants or convertible securities, plus the
total consideration payable to the Company upon exercise or conversion thereof,
by (ii) the total number of shares covered by such rights, options, warrants or
convertible securities) lower than the then Current Market Price in effect
immediately prior to such sale or issuance, then the Warrant Price shall be
reduced to a price (calculated to the nearest cent) determined by dividing (I)
an amount equal to the sum of (A) the number of shares of Common Stock
outstanding immediately prior to such sale or issuance multiplied by the then
existing Warrant Price, plus (B) the consideration received by the Company upon
such sale or issuance, by (II) the total number of shares of Common Stock
outstanding immediately after such sale or issuance. The number of shares of
Common Stock purchasable upon the exercise of a Warrant shall thereafter be that
number determined by multiplying the number of shares of Common Stock issuable
upon exercise immediately prior to such adjustment by a fraction, of which the
numerator shall be the Warrant Price in effect immediately prior to such
adjustment and the denominator shall be the Warrant Price as so adjusted. For
the purposes of such adjustments, the Common Stock which the holders of any such
rights, options, warrants or convertible securities shall be entitled to
subscribe for or purchase shall be deemed issued and outstanding as of the date
of such sale or issuance and the consideration received by the Company therefor
shall be deemed to be the consideration received by the Company for such rights,
options, warrants or convertible securities, plus the consideration or premiums
stated in such rights, options, warrants or convertible securities to be paid
for the Common Stock covered thereby. In case the Company shall sell or issue
Common Stock or rights, options, warrants or convertible securities containing
the right to subscribe for or purchase Common Stock for a consideration
consisting, in whole or in part, of property other than cash or its equivalent,
then, in determining the "price per share" of Common Stock and the

                                       7
<PAGE>


"consideration received by the Company ~ for purposes of the first sentence of
this subsection 9. l(f), the Board of Directors shall determine the fair value
of said property, and such determination, if based upon the Board of Directors'
good faith business judgment, shall be binding upon the registered holders. In
determining the "price per share" of Common Stock, any underwriting discounts or
commissions paid to brokers, dealers or other selling agents shall not be
deducted from the price received by the Company for sales of securities
registered under the Act or issued in a private placement. There shall be no
adjustment of the Warrant Price pursuant to this subsection 9.1(f) if the amount
of such adjustment would be less than $.05 per share of Common Stock; provided,
however, that any adjustment which by reason of this provision is not required
to be made immediately shall be carried forward and taken into account in any
subsequent adjustment.

          (g) Whenever the number of shares of Common Stock purchasable upon the
exercise of a Warrant or the Warrant Price is adjusted as herein provided, the
Company shall cause to be promptly mailed to the Warrant Agent and each
registered holder of a Warrant by first class mail, postage prepaid, notice of
such adjustment or adjustments and, with regard to the Warrant Agent only, a
certificate of the chief financial officer of the Company setting forth the
number of shares of Common Stock purchasable upon the exercise of a Warrant and
the Warrant Price after such adjustment, a brief statement of the facts
requiring such adjustment and the computation by which such adjustment was made.

          (h) For the purpose of this Section 9, the term "Common Stock" shall
mean (i) the class designated as the Common Stock of the Company at the date of
this Agreement, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this Section 9, a registered holder shall become entitled to purchase any
securities of the Company other than Common Stock, (i) if the registered
holder's right to purchase is on any other basis than that available to all
holders of the Company's Common Stock, the Company shall obtain an opinion of an
investment banking firm valuing such other securities and (ii) thereafter the
number of such other securities so purchasable upon exercise of a Warrant and
the Warrant Price of such securities shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this Section 9.

          (i) Upon the expiration of any rights, options, warrants or conversion
privileges, if such shall not have been exercised, the number of shares of
Common Stock purchasable upon exercise of a Warrant and the Warrant Price, to
the extent a Warrant has not then been exercised, shall, upon such expiration,
be readjusted and shall thereafter be such as they would have been had they been
originally adjusted (or had the original adjustment not been required, as the
case may be) on the basis of (A) the fact that the only shares of Common Stock
so issued were the shares of Common Stock, if any, actually issued or sold upon
the exercise of such rights, options, warrants or conversion privileges, and (B)
the fact that such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise plus the
consideration, if any, actually received by the Company for the issuance, sale
or grant of all such privileges, options, warrants or conversion privileges
whether or not exercised; provided, however, that no such readjustment shall

                                       8
<PAGE>


have the effect of increasing the Warrant Price by an amount in excess of the
amount of the adjustment initially made in respect of the issuance, sale or
grant of such rights, options, warrants or conversion privileges.

     9.2 No Adjustment for Dividends. Except as provided in Section 9.1 hereof,
no adjustment in respect of any dividends or distributions out of earnings shall
be made during the term of a Warrant or upon the exercise of a

     9.3 No Adjustment in Certain Cases. No adjustments shall be made pursuant
to Section 9 hereof in connection with the issuance of the Warrants (or the
underlying shares of Common Stock), the exercise of options or warrants of the
Company outstanding at the date hereof or the grant or exercise of options to or
by officers, directors or employees of the Company or pursuant to the 1996 Stock
Option Plan or the 1996 Non-Employee Directors' Stock Option Plan of the
Company. No adjustment shall be made pursuant to Section 9.1(b), (c), or (f)
hereof if, as a result of such adjustment, either (i) the number of shares of
Common Stock purchasable upon the exercise of each Warrant immediately after
such adjustment would be less than the number of shares of Common Stock
otherwise purchasable upon exercise of each Warrant immediately prior to such
adjustment, or (ii) the Warrant Price immediately after such adjustment would be
more than the Warrant Price immediately prior to such adjustment.

     9.4 Preservation of Purchase Rights upon Reclassification, Consolidation,
etc. In case of any consolidation of the Company with or merger of the Company
into another corporation or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrant Agent an
agreement that the registered holders of the Warrants shall have the right
thereafter, upon payment of the Warrant Price in effect immediately prior to
such action, to purchase, upon exercise of each Warrant, the kind and amount of
shares and other securities and property which it would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale or
conveyance had each Warrant been exercised immediately prior to such action. In
the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue
Code of 1986, as amended, in which the Company is the surviving corporation, the
right to purchase shares of Common Stock under the Warrants shall terminate on
the date of such merger and thereupon the Warrants shall become null and void,
but only if the controlling corporation shall agree to substitute for the
Warrants its warrants which entitle the holders thereof to purchase upon their
exercise the kind and amount of shares and other securities and property which
they would have owned or been entitled to receive had the Warrants been
exercised immediately prior to such merger. Any such agreements referred to in
this subsection 9.4 shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 9
hereof. The provisions of this subsection 9.4 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

     9.5 Par Value of Shares of Common Stock. Before taking any action which
would cause an adjustment reducing the Warrant Price below the then par value of
the Common Stock issuable upon exercise of the Warrants, the Company will take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Common Stock at such adjusted Warrant Price.

                                       9
<PAGE>


     9.6 Independent Public Accountants. The Company may retain a firm of
independent public accountants of recognized national standing (which may be any
such firm regularly employed by the Company) to make any computation required
under this Section 9, and a certificate signed by such firm shall be conclusive
evidence of the correctness of any computation made under this Section 9.

     9.7 Statement on Warrant Certificates. Irrespective of any adjustments in
the Warrant Price or the number of securities issuable upon exercise of
Warrants, Warrant certificates theretofore or thereafter issued may continue to
express the same price and number of securities as are stated in the similar
Warrant certificates initially issuable pursuant to this Agreement. However, the
Company may, at any time in its sole discretion (which shall be conclusive),
make any change in the form of Warrant certificate that it may deem appropriate
and that does not affect the substance thereof; and any Warrant certificate
thereafter issued, whether upon registration of transfer of, or in exchange or
substitution for, an outstanding Warrant certificate, may be in the form so
changed.

     9.8 Notices to Holders of Warrants. If, at any time prior to the expiration
of a Warrant and prior to its exercise, any one or more of the following events
shall occur:

     (a) any action which would require an adjustment pursuant to subsection 9.
I(a)(iv), 9.1(b), 9.1(c) or 9.4 hereof; or

     (b) a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation, merger or sale of its property, assets and
business as an entirety or substantially as an entirety) shall be proposed;

then the Company shall give notice in writing of such event to the registered
holders of the Warrants, as provided in Section 18 hereof, at least 20 days
prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the shareholders entitled to any relevant
dividend, distribution, subscription rights or other rights or for the
determination of shareholders entitled to vote on such proposed dissolution,
liquidation or winding up. Such notice shall specify such record date or the
date of closing the transfer books, as the case may be. Failure to mail or
receive such notice or any defect therein shall not affect the validity of any
action taken with respect thereto.

     SECTION 10. Fractional Interests. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of a Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section l0, be issuable on the exercise of a Warrant (or specified portion
thereof), the Company shall in lieu thereof pay an amount in cash equal to the
then Current Market Price multiplied by such fraction. For purposes of this
Agreement, the term "Current Market Price" shall mean (i) if the Common Stock is
traded in the over-the-counter market and not in The Nasdaq National Market nor
on any national securities exchange, the average of the per share closing bid
prices of the Common Stock on the 30 consecutive trading days immediately
preceding the date in question, as reported by The Nasdaq Small Cap Market (or
an equivalent generally accepted reporting service if quotations are not
reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded
in The Nasdaq National Market or on a national securities exchange, the average
for the 30 consecutive trading days immediately preceding the date in question

                                       10
<PAGE>


of the daily per share closing prices of the Common Stock in The Nasdaq National
Market or on the principal stock exchange on which it is listed, as the case may
be. For purposes of clause (i) above, if trading in the Common Stock is not
reported by The Nasdaq Small Cap Market, the bid price referred to in said
clause shall be the lowest bid price as reported in the Nasdaq Electronic
Bulletin Board or, if not reported thereon, as reported in the "pink sheets"
published by National Quotation Bureau, Incorporated, and, if such Common Stock
is not so reported, shall be the price of a share of Common Stock determined by
the Company's Board of Directors in good faith. The closing price referred to in
clause (ii) above shall be the last reported sale price or, in the case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case in The Nasdaq National Market or on the
national securities exchange on which the Common Stock is then listed.

     SECTION 11. Redemption.

     (A) The then outstanding Warrants may be redeemed, at the option of the
Company, at $.01 per Warrant, at any time after issuance, if, and only if, the
Public Trading Price per share of the Common Stock has equalled or exceeded 110%
of the then current Exercise Price of the Warrants for at least 20 trading days
within the preceding 30 trading days, and prior to expiration of the Warrants.
The Public Trading Price of the Common Stock shall be determined by the Company
in the manner set forth in Section ll.(E) as of the end of each trading day (or,
if no trading in the Common Stock occurred on such day, as of the end of the
immediately preceding trading day in which trading occurred) and verified to the
Warrant Agent before the Company may give notice of redemption. All outstanding
Warrants must be redeemed if any are redeemed, and any right to exercise an
outstanding Warrant shall terminate at 5:00 p.m. (Pacific Time) on the business
day immediately preceding the date fixed for redemption. A trading day shall
mean a day in which trading of securities occurred on the New York Stock
Exchange.

     (B) The Company may exercise its right to redeem the Warrants only by
giving the notice set forth in the following sentence by the end of the
thirtieth (30th) day after the end of the applicable period of 30 trading days
referred to in Section 11(A). In case the Company shall exercise its right to
redeem, it shall give notice to the Warrant Agent and the registered holders of
the outstanding Warrants, by mailing to such registered holders a notice of
redemption, first class, postage prepaid, at their addresses as they shall
appear on the records of the Warrant Agent. Any notice mailed in the manner
provided herein shall be conclusively presumed to have been duly given whether
or not the registered holder actually receives such notice.

     (C) The notice of redemption shall specify the redemption price, the date
fixed for redemption (which shall be at least thirty days after such notice is
mailed), the place where the Warrant certificates shall be delivered and the
redemption price shall be paid, and that the right to exercise the Warrants
shall terminate at 5:00 P.M. (Pacific Time) on the business day immediately
preceding the date fixed for redemption.

     (D) At any time prior to the date fixed for redemption then in effect, the
Company in its discretion may extend the date fixed for redemption or rescind
the redemption without prejudice to its right later to redeem the Warrants if
each of the conditions specified in Section 11(A) have been satisfied at the
time of such later redemption. In case the Company shall determine to extend the
date fixed for redemption or to rescind the redemption, it shall so notify the
Warrant Agent and the registered holders of the outstanding Warrants, by
mailing, first class, postage prepaid, notice that the date fixed for redemption

                                       11
<PAGE>


has been extended or that the redemption has been rescinded, as the case may be,
to such registered holders at their addresses as they shall appear on the
records of the Warrant Agent. Any notice mailed in the manner provided herein
shall be conclusively presumed to have been duly given whether or not the
registered holder actually receives such notice.

     (E) Appropriate adjustment shall be made to the redemption price and to the
minimum Public Trading Price prerequisite to redemption set forth in Section I
l(A) hereof, in each case on the same basis as provided in Section 9 hereof with
respect to adjustment of the Warrant Price.

     (F) For purposes of this Agreement, the term "Public Trading Price" shall
mean (i) if the Common Stock is traded in the over-the-counter market and not in
The Nasdaq National Market nor on any national securities exchange, the closing
bid price of the Common Stock on the trading day in question, as reported by The
Nasdaq Small Cap Market (or an equivalent generally accepted reporting service
if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the
Common Stock is traded in The Nasdaq National Market or on a national securities
exchange, the daily per share closing price of the Common Stock in The Nasdaq
National Market System or on the principal stock exchange on which it is listed
on the trading day in question, as the case may be. For purposes of clause (i)
above, if trading in the Common Stock is not reported by The Nasdaq Small Cap
Market, the bid price referred to in said clause shall be the lowest bid price
as reported in the Nasdaq Electronic Bulletin Board or, if not reported thereon,
as reported in the "pink sheets" published by National Quotation Bureau,
Incorporated, and, if such Common Stock is not so reported, shall be the price
of a share of Common Stock determined by the Company's Board of Directors in
good faith. The closing price referred to in clause (ii) above shall be the last
reported sale price or, in the case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case in
The Nasdaq National Market or on the national securities exchange on which the
Common Stock is then listed.

     SECTION 12. Rights as Warrantholders. Nothing contained in this Agreement
or in any of the Warrants shall be construed as conferring upon the holders
thereof, as such, any of the rights of shareholders of the Company, including,
without limitation, the right to receive dividends or other distributions, to
exercise any preemptive rights, to vote or to consent or to receive notice as
shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter. Anything herein to the contrary
notwithstanding, the Company shall cause copies of all financial statements and
reports, proxy statements and other documents as it shall send to its
shareholders to be sent by the same class mail as sent to its shareholders,
postage prepaid, on the date of the mailing to such shareholders, to each
registered holder of Warrants at his address appearing on the Warrant Register
as of the record date for the determination of the shareholders entitled to such
documents

     SECTION 13. Disposition of Proceeds on Exercise of Warrants. The Warrant
Agent shall account promptly to the Company with respect to Warrants exercised,
and shall promptly pay to the Company all monies received by it upon the
exercise of such Warrants, and shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours.

                                       12
<PAGE>


     SECTION 14. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 16 of this Agreement. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement and any of the Warrant certificates shall have been countersigned but
not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent and deliver such Warrant
certificates so countersigned; and in case at that time any of the Warrant
certificates shall not have been countersigned, any successor to the Warrant
Agent may countersign such Warrant certificates either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent, and in
all such cases the Warrants represented by such Warrant certificates shall have
the full force provided in the Warrant certificates and in this Agreement. Any
such successor Warrant Agent shall promptly give notice of its succession as
Warrant Agent to the Company and to the registered holder of each Warrant
certificate.

     In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrant certificates shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrant certificates so countersigned; and in case at that time any
of the Warrant certificates shall not have been countersigned, the Warrant Agent
may countersign such Warrant certificates either in its prior name or in its
changed name; and in all such cases the Warrants represented by such Warrant
certificates shall have the full force provided in the Warrant certificates and
in this Agreement.

     SECTION 15. Duties of Warrant Agent. The Warrant Agent hereby undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, all of which shall bind the Company and the holders of Warrants
by their acceptance thereof:

     (A) The statements of fact and recitals contained herein and in the
Warrants shall be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as herein expressly provided.

     (B) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrants to be complied with by the Company.

     (C) The Warrant Agent may consult at any time with counsel satisfactory to
it (who may be counsel for the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of any Warrant in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of such counsel.

     (D) The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate or other paper, document
or instrument believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.

                                       13
<PAGE>


     (E) The Company agrees to pay to the Warrant Agent reasonable compensation
for all services rendered by the Warrant Agent in the execution of this
Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges incurred by the Warrant Agent in the
execution of this Agreement and to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement, except as a result of the Warrant Agent's
negligence, willful misconduct or bad faith.

     (F) The Warrant Agent shall be under no obligation to institute any action,
suit or legal proceeding or to take any other action on behalf of the Company or
any registered holder, but this provision shall not affect the power of the
Warrant Agent to take such action as the Warrant Agent may consider proper. All
rights of action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrants or
the production thereof at any trial or other proceeding relative thereto, and
any such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery of judgment shall be for
the ratable benefit of all the registered holders of the Warrants, as their
respective rights or interests may appear.

     (G) The Warrant Agent and any shareholder, director, officer or employee of
the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.

     (H) The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement, except for its
own negligence, willful misconduct or bad faith.

     (I) Any request, direction, election, order or demand of the Company shall
be sufficient if evidenced by an instrument signed in the name of the Company by
its President, a Vice President or chief financial officer (unless other
evidence in respect thereof is therein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Warrant Agent by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company.

     SECTION 16. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving the Company at least
30 days' prior notice in writing, and by mailing notice in writing to the
registered holders at their addresses appearing on the Warrant Register, of such
resignation, specifying a date when such resignation shall take effect. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and by like mailing of notice to the registered holders of the Warrants.
If the Warrant Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company shall fail to make such appointment within 30 days after such
removal or after it has been notified in writing of such resignation or

                                       14
<PAGE>


incapacity by the resigning or incapacitated Warrant Agent or by the registered
holder of a Warrant (who shall, with such notice, submit his Warrant certificate
for inspection by the Company), then the registered holder of any Warrant may
apply to any court of competent jurisdiction for the appointment of a successor
to the Warrant Agent. Any successor Warrant Agent, whether appointed by the
Company or by such a court, shall be registered and otherwise authorized to
serve as a transfer agent pursuant to the Securities Exchange Act of 1934, as
amended. If at any time the Warrant Agent shall cease to be eligible in
accordance with the provisions of this Section 16, it shall resign immediately
in the manner and with the effect specified in this Section 16. After acceptance
in writing of the appointment, the successor Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the former
Warrant Agent shall deliver and transfer to the successor Warrant Agent any
property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Upon request of
any successor Warrant Agent, the Company shall make, execute, acknowledge and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such powers,
rights, duties and responsibilities. Failure to file or mail any notice provided
in this Section 16, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.

     SECTION 17. Identity of Transfer Agent. Forthwith upon the appointment of
any transfer agent for the Common Stock or of any subsequent transfer agent for
shares of the Common Stock or other shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such transfer agent.

     SECTION 18. Notices. All notices, requests and other communications
pursuant to this Agreement shall be in writing and shall be sufficiently given
or made when delivered or mailed by first class mail, postage prepaid, addressed
as follows:

     (a) if to the Company, to (until another address is filed in writing by the
Company with the Warrant Agent):

                      Bonso Electronics International Inc.
                               Flat A-D, 8/Floor,
                          Universal Industrial Centre,
                             23-25, Shan Mei Street,
                                Fo Tan, Sha Tin,
                           New Territories, Hong Kong

     (b) if to the Warrant Agent, to (until another address is filed in writing
by the Warrant Agent with the Company):

                         U.S. Stock Transfer Corporation
                            1745 Gardena Avenue #200
                               Glendale, CA 91204

     (c) if to the registered holder of a Warrant, to the address of such holder
as shown in the Warrant Register.

                                       15
<PAGE>


     SECTION 19. Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement without the approval of
any holders of Warrants (i) in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision hereir, or (ii) to make any other provisions in regard
to matters or questions arising hereunder which the Company and the Warrant
Agent may deem necessary or desirable and which shall not be inconsistent with
the provisions of the Warrants, or (iii) to make amendments which shall not
adversely affect the interests of the holders of Warrants (including reducing
the Warrant Price or extending the date fixed for redemption or the Expiration
Date).

     SECTION 20. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent or the registered
holders of the Warrants shall bind and inure to the benefit of their respective
successors and assigns hereunder.

     SECTION 21. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of Colorado and for all purposes shall be
construed in accordance with the laws of said State.

     SECTION 22. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company, the
Warrant Agent and the registered holders of the Warrants any legal or equitable
right, remedy or claim under this Agreement. This Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the registered
holders of the Warrants.

     SECTION 23. Counterparts. This Agreement may be executed in counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

     SECTION 24. Descriptive Headings. The descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed,
as of the year first above written.

                                          BONSO ELECTRONICS INTERNATIONAL INC.



                                          By:
                                          --------------------------------------


                                          U.S. STOCK TRANSFER CORPORATION



                                          By:
                                          --------------------------------------


                                       16

<PAGE>


================================================================================
Number                                                      Warrants to Purchase

--------------------------------------------------------------------------------
BEI-W_____________________                             Shares of of Common Stock
================================================================================


                              VOID AFTER 2:00 P.M,
                       PACIFIC TIME, ON DECEMBER 31, 2001

                   WARRANT TO PURCHASE SHARES OF CONMON STOCK

                      BONSO ELECTRONICS INTERNATIONAL INC.
          AN INTERNATIONAL BUSINESS COMPANY ORGANIZED UNDER THE LAWS OF
                           THE BRITISH VIRGIN ISLANDS


     This certifies that, for value received ________________________________,
the registered holder hereof or assigns (the "Holder".), is entitled to purchase
from Bonso Electronics International Inc., an International Business Company
organized under the laws of the British Virgin Islands (the "Company"), at any
time before 2:00 p.m., Pacific Time, on December 31, 2001 (unless extended), at
the purchase price per Share of S17.50 (the "Warrant Price"), the number of
shares of Common Stock of the Company set forth above (the "Shares"). The number
of Shares purchasable upon exercise of each Warrant evidenced hereby and the
Warrant Price per Share shall be subject to adjustment and reduction from time
to time as set forth in the Warrant Agreement referred to below. This Warrant is
subject to redemption by the Company, at $.01 per Warrant upon not less than 30
days' notice, at any time after issuance if, and only if, the Public Trading
Price (determined pursuant to the Warrant Agreement) per share of Common Stock
has equaled or exceeded 110% of the then current Exercise Price of the Warrants
for at least 20 trading days within the preceding 30 trading days ending within
30 days prior to the date of the notice of redemption, and prior to expiration
of the Warrants. The Warrant redemption price and the Public Trading Price
referred to above shall be subject to adjustment from time to time as set forth
in the Warrant Agreement.

     The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form on the reverse
side hereof duly executed (with a signature guarantee as provided on the reverse
side hereof) and simultaneous payment of the Warrant Price (subject to
adjustment) at the principal office in Glendale, California, of U.S. Stock
Transfer Corporation (the "Warrant Agent"). Payment of such price shall be made
at the option of the Holder in cash or by certified or official check all as
provided in the Warrant Agreement.

     The Warrants evidenced hereby are part of a duly authorized issue of Common
Stock Purchase Warrants with rights to purchase an aggregate of up to 1,087,201
Shares of Common Stock of the Company and are issued under and in accordance
with a Warrant Agreement dated as of ____________, 2000, between the Company and
the Warrant Agent (the "Warrant Agreement") and are subject to the terms and
provisions contained in such Warrant Agreement, to all of which the Holder of
this Warrant certificate by acceptance hereof consents. A copy of the Warrant
Agreement may be obtained for inspection by the Holder hereof upon written
request to the Warrant Agent.

<PAGE>


     Upon any partial exercise of the Warrants evidenced hereby, there shall be
countersigned and issued to the Holder a new Warrant certificate in respect of
the Shares as to which the Warrants evidenced hereby share not have been
exercised. This Warrant certificate may be exchanged at the office of the
Warrant Agent by surrender of this Warrant certificate properly endorsed (with a
signature guarantee) either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same aggregate number of
Shares as here evidenced by the Warrant or Warrants exchanged. No fractional
Shares will be issued upon the exercise of rights to purchase hereunder, but the
Company shall pay the cash value of any fraction upon the exercise of two or
more Warrants. The Warrants evidenced hereby are transferable at the office of
the Warrant Agent in the manner and subject to the limitations set forth in the
Warrant Agreement.

     The Holder hereof may be treated by the Company, the Warrant Agent and all
other persons dealing with this Warrant certificate as the absolute owner hereof
for all purposes and as the person entitled to exercise the rights represented
hereby, any notice to the contrary notwithstanding, and until such transfer is
entered on such books, the Company may treat the Holder hereof as the owner for
all purposes.

This Warrant certificate does not entitle the Holder hereof to any of the rights
of a shareholder of the Company.

This Warrant certificate shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Warrant Agent.

Dated:                                     BONSO ELECTRONICS INTERNATIONAL, INC.


Countersigned:                             By: _________________________________
U.S. Stock Transfer Corporation,               President
Warrant Agent
                                           By: _________________________________
By:_____________________________               Secretary
       Authorized Signatory

                                     [Seal]
<PAGE>

                      [Reverse side of Warrant Certificate]
                      BONSO ELECTRONICS INTERNATIONAL INC.
                              PURCHASE FORM Mailing
                                    Address:
                      Bonso Electronics International Inc.
                       c/o U.S. Stock Transfer Corporation
                         1745 Gardena Avenue, Suite 200
                       Glendale, California 91204, U.S.A.

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant certificate for, and to purchase thereunder,
__________ Shares of Common Stock provided for therein, and requests that
certificates for such Shares be issued in the name of:

         _______________________________________________________________
         (Please Print or Type Name, Address and Social Security Number)

         _______________________________________________________________

and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant certificate for the balance of the Shares purchasable under
the within Warrant certificate be registered in the name of the undersigned
Holder or his Assignee as below indicated and delivered to the address stated
below.

              Name of Holder or Assignee:__________________________
                                               (Please Print)

              Address:_____________________________________________

              _____________________________________________________

              Signature:___________________________________________

Note: The above signature must correspond with the name as it appears upon the
face of the within Warrant certificate in every particular, without alteration
or enlargement or any change whatever, unless these Warrants have been assigned.

Signature Guaranteed:__________________________________________________________

(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)


                                   ASSIGNMENT
                 (To be signed only upon assignment of Warrants)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

         _______________________________________________________________
         (Please Print or Type Name, Address and Social Security Number)

         _______________________________________________________________

         _______________________________________________________________

the within Warrants, hereby irrevocably constituting and appointing
____________________________ Attorney to transfer said Warrants on the books of
the Company, with full power of substitution in the premises.

Dated:_____________________________              _______________________________
                                                 Signature of Registered Holder

Note: The signature on this assignment must correspond with the name as it
appears upon the face of the within Warrant certificate in every particular,
without alteration or enlargement or any change whatever.

Signature Guaranteed:__________________________________________________________

(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)