<PAGE>

                                                                     Exhibit 4.3

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  500,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-001                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
ALPHA  CAPITAL  AKTIENGESELLSCHAFT,   Pradafant  7,  9490  Furstentums,   Vaduz,
Lichtenstein,  telecopier:  011-42-32323196  (the "Holder"),  or its assigns, is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
from and after the Issue Date and at any time or from time to time  before  5:00
p.m.,  New York time,  through  five (5) years after such date (the  "Expiration
Date"),  up to 500,000 fully paid and  nonassessable  shares of Common Stock (as
hereinafter defined),  $.0001 par value per share, of the Company at a per share
purchase price of $.99. The aforedescribed purchase price per share, as adjusted
from time to time as herein  provided,  is referred  to herein as the  "Purchase
Price". The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein.  Capitalized  terms used and
not otherwise  defined  herein shall have the meanings set forth in that certain
subscription  agreement  (the  "Subscription  Agreement"),  dated  at  or  about
September 4, 2003, between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  250,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-002                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
PLATINUM PARTNERS VALUE ARBITRAGE FUND, 152 West 57th Street, New York, New York
10019,  telecopier:  914-632-9797 (the "Holder"),  or its assigns,  is entitled,
subject to the terms set forth  below,  to purchase  from the  Company  from and
after the Issue Date and at any time or from time to time before 5:00 p.m.,  New
York time, through five (5) years after such date (the "Expiration Date"), up to
250,000  fully paid and  nonassessable  shares of Common  Stock (as  hereinafter
defined),  $.0001 par value per share,  of the  Company at a per share  purchase
price of $.99. The  aforedescribed  purchase  price per share,  as adjusted from
time to time as herein provided,  is referred to herein as the "Purchase Price".
The number and  character of such shares of Common Stock and the Purchase  Price
are subject to adjustment  as provided  herein.  Capitalized  terms used and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
subscription  agreement  (the  "Subscription  Agreement"),  dated  at  or  about
September 4, 2003, between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.



<PAGE>

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  250,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-003                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
PALISADES MASTER FUND, LP, c/o Beacon Fund Advisors,  Harbour House,  Waterfront
Drive, Road Town, Tortola, B.V.I.,  telecopier:  284-494-4771 (the "Holder"), or
its assigns, is entitled, subject to the terms set forth below, to purchase from
the  Company  from and after the Issue Date and at any time or from time to time
before  5:00 p.m.,  New York time,  through  five (5) years after such date (the
"Expiration Date"), up to 250,000 fully paid and nonassessable  shares of Common
Stock (as hereinafter defined),  $.0001 par value per share, of the Company at a
per share purchase price of $.99. The  aforedescribed  purchase price per share,
as adjusted from time to time as herein  provided,  is referred to herein as the
"Purchase  Price".  The number and  character of such shares of Common Stock and
the Purchase  Price are subject to  adjustment as provided  herein.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain subscription agreement (the "Subscription Agreement"),  dated at or
about September 4, 2003, between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  200,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-004                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
CRESCENT  INTERNATIONAL  LTD.,  c/o  GreenLight  (Switzerland)  SA,  84,  Avenue
Louis-Casai,    CH   1216    Cointrin,    Geneva,    Switzerland,    telecopier:
011-41-22-929-5394 (the "Holder"),  or its assigns, is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  from and after the Issue
Date and at any time or from  time to time  before  5:00  p.m.,  New York  time,
through five (5) years after such date (the  "Expiration  Date"),  up to 200,000
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$.0001 par value per share,  of the  Company  at a per share  purchase  price of
$.99. The aforedescribed purchase price per share, as adjusted from time to time
as herein provided,  is referred to herein as the "Purchase  Price".  The number
and character of such shares of Common Stock and the Purchase  Price are subject
to  adjustment  as provided  herein.  Capitalized  terms used and not  otherwise
defined  herein shall have the  meanings set forth in that certain  subscription
agreement (the "Subscription  Agreement"),  dated at or about September 4, 2003,
between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.


<PAGE>

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  100,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-005                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
ELLIS INTERNATIONAL LTD., 53rd Street  Urbanizacion  Obarrio,  Swiss Tower, 16th
Floor, Panama, Republic of Panama,  telecopier:  516-887-8990 (the "Holder"), or
its assigns, is entitled, subject to the terms set forth below, to purchase from
the  Company  from and after the Issue Date and at any time or from time to time
before  5:00 p.m.,  New York time,  through  five (5) years after such date (the
"Expiration Date"), up to 100,000 fully paid and nonassessable  shares of Common
Stock (as hereinafter defined),  $.0001 par value per share, of the Company at a
per share purchase price of $.99. The  aforedescribed  purchase price per share,
as adjusted from time to time as herein  provided,  is referred to herein as the
"Purchase  Price".  The number and  character of such shares of Common Stock and
the Purchase  Price are subject to  adjustment as provided  herein.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain subscription agreement (the "Subscription Agreement"),  dated at or
about September 4, 2003, between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NEW DRAGON ASIA CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to  Purchase  350,000  shares of Common  Stock of New  Dragon
             Asia Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2003-006                                       Issue Date: September 4, 2003

         NEW DRAGON ASIA CORP.,  a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
BRISTOL  INVESTMENT FUND, LTD.,  Caledonia  House,  Jennett Street,  Georgetown,
Grand Cayman, Cayman Islands,  telecopier:  323-468-8307 (the "Holder"),  or its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company  from and  after  the  Issue  Date and at any time or from  time to time
before  5:00 p.m.,  New York time,  through  five (5) years after such date (the
"Expiration Date"), up to 350,000 fully paid and nonassessable  shares of Common
Stock (as hereinafter defined),  $.0001 par value per share, of the Company at a
per share purchase price of $.99. The  aforedescribed  purchase price per share,
as adjusted from time to time as herein  provided,  is referred to herein as the
"Purchase  Price".  The number and  character of such shares of Common Stock and
the Purchase  Price are subject to  adjustment as provided  herein.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain subscription agreement (the "Subscription Agreement"),  dated at or
about September 4, 2003, between the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include New Dragon  Asia Corp.  and any
corporation  which shall  succeed or assume the  obligations  of New Dragon Asia
Corp. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.



<PAGE>



         (c) The term "Other  Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

         1. Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the Issue Date through and  including  the  Expiration  Date,  the Holder hereof
shall  be  entitled  to  receive,  upon  exercise  of this  Warrant  in whole in
accordance  with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance  with  subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

                  1.2. Full  Exercise.  This Warrant may be exercised in full by
the Holder  hereof by delivery of an original or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and surrender of the original  Warrant  within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided  hereinafter),  accompanied by payment, in cash, wire
transfer  or by  certified  or official  bank check  payable to the order of the
Company,  in the amount  obtained by multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Purchase Price then in
effect.

                  1.3. Partial  Exercise.  This Warrant may be exercised in part
(but not for a fractional  share) by surrender of this Warrant in the manner and
at the place  provided in subsection  1.2 except that the amount  payable by the
Holder on such partial  exercise shall be the amount obtained by multiplying (a)
the  number of whole  shares of Common  Stock  designated  by the  Holder in the
Subscription  Form by (b) the Purchase Price then in effect. On any such partial
exercise,  the Company,  at its expense,  will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor,  in the name of
the  Holder  hereof  or as such  Holder  (upon  payment  by such  Holder  of any
applicable  transfer  taxes) may  request,  the whole number of shares of Common
Stock for which such Warrant may still be exercised.

                  1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                           (a) If the  Company's  Common  Stock is  traded on an
exchange or is quoted on the National  Association of Securities  Dealers,  Inc.
Automated  Quotation  ("NASDAQ")  National  Market System,  the NASDAQ  SmallCap
Market or the  American  Stock  Exchange,  Inc.,  then the  closing or last sale
price,  respectively,  reported for the last business day immediately  preceding
the Determination Date;

                           (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ
National  Market  System,  the  NASDAQ  SmallCap  Market or the  American  Stock
Exchange,  Inc., but is traded in the over-the-counter  market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;

                           (c) Except as  provided  in clause (d) below,  if the
Company's Common Stock is not
publicly traded,  then as the Holder and the Company agree, or in the absence of
such an agreement,  by arbitration in accordance with the rules then standing of
the American  Arbitration  Association,  before a single arbitrator to be chosen
from a panel of persons  qualified  by  education  and  training  to pass on the
matter to be decided; or



<PAGE>

                           (d) If  the  Determination  Date  is  the  date  of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common  Stock  pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

                  1.5. Company Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the Holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  Holder any rights to
which  such  Holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

                  1.6. Trustee for Warrant Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as  trustee  for the  Holder of the
Warrants  pursuant to Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

         2.1  Delivery  of Stock  Certificates,  etc. on  Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder  hereof as the  record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and  payment  made for such shares as  aforesaid.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  Holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share of  Common  Stock,  together  with any  other  stock or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         2.2. Cashless Exercise.

                  (a) If a  Registration  Statement is effective  and the Holder
may sell its Shares of Company  Common Stock upon  exercise  hereof  thereunder,
this Warrant may be  exercisable  in whole or in part for cash only as set forth
in Section 1 above. If no such Registration Statement is available, payment upon
exercise  may be made at the  option  of the  Holder  either  in (i)  cash or by
certified or official  bank check  payable to the order of the Company  equal to
the  applicable  aggregate  Purchase  Price,  (ii) by delivery  of Common  Stock
issuable upon  exercise of the Warrants in accordance  with Section (b) below or
(iii) by a combination of any of the foregoing methods, for the number of Common
Shares  specified  in such form (as such  exercise  number  shall be adjusted to
reflect any adjustment in the total number of shares of Common Stock issuable to
the holder per the terms of this  Warrant)  and the holder  shall  thereupon  be
entitled to receive the number of duly  authorized,  validly issued,  fully-paid
and  non-assessable  shares of Common Stock (or Other Securities)  determined as
provided herein.


<PAGE>

                  (b) Notwithstanding any provisions herein to the contrary,  if
the Fair Market  Value of one share of Common Stock is greater than the Purchase
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this  Warrant for cash,  upon  consent of the  Company,  the holder may elect to
receive shares equal to the value (as determined  below) of this Warrant (or the
portion  thereof being  cancelled) by surrender of this Warrant at the principal
office of the Company together with the properly  endorsed  Subscription Form in
which event the  Company  shall issue to the holder a number of shares of Common
Stock computed using the following formula:

                           X = Y (A-B)
                               -------
                                  A

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair  Market  Value of one  share of the
                                    Company's  Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

                  (c) The Holder may not employ the  cashless  exercise  feature
described above at any time that the Warrant Stock to be issued upon exercise is
included for unrestricted resale in an effective registration statement.

         3.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge  into any other  person or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the Holder of the  Warrants  after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a "Trustee")  having its principal  office in New York,  NY, as trustee
for the Holder of the Warrants.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms  hereof shall be  applicable  to the Other  Securities  and

<PAGE>

property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any Other Securities,  including,  in the case of any
such transfer,  the person acquiring all or substantially  all of the properties
or assets of the  Company,  whether  or not such  person  shall  have  expressly
assumed  the terms of this  Warrant as  provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction  described  in this  Section  3,  then only in such  event  will the
Company's securities and property (including cash, where applicable)  receivable
by the Holder of the  Warrants be delivered  to the Trustee as  contemplated  by
Section 3.2.

                  3.4 Share  Issuance.  If the  Company,  during  the  Exclusion
Period (ad  defined in the  Subscription  Agreement),  shall issue any shares of
Common Stock except for the Excepted  Issuances (as defined in the  Subscription
Agreement)  prior to the complete  exercise of this Warrant for a  consideration
less than the Purchase  Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issue, the Purchase Price shall
be reduced as  follows:  (i) the  number of shares of Common  Stock  outstanding
immediately  prior to such issue shall be  multiplied  by the Purchase  Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if any,  received by the Company  upon such issue of  additional
shares of Common  Stock;  and (ii) the sum so  obtained  shall be divided by the
number of shares of Common Stock  outstanding  immediately after such issue. The
resulting  quotient shall be the adjusted  Purchase Price.  For purposes of this
adjustment,  the issuance of any  security of the Company  carrying the right to
convert such  security  into shares of Common Stock or of any warrant,  right or
option to purchase  Common Stock shall result in an  adjustment  to the Purchase
Price  upon the  issuance  of shares  of  Common  Stock  upon  exercise  of such
conversion or purchase rights.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  Holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be adjusted to a number  determined by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be


<PAGE>

received  upon  exercise of this Warrant,  in effect  immediately  prior to such
adjustment  or  readjustment  and as adjusted or  readjusted as provided in this
Warrant.  The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant and any Warrant Agent of the Company  (appointed  pursuant
to Section 11 hereof).

         6.  Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
Financial Statements.  The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants,  all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant  entitles the Holder hereof to receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor")  with respect to
any or all of the shares of Common Stock.  On the surrender for exchange of this
Warrant,  with the  Transferor's  endorsement  in the form of Exhibit B attached
hereto (the "Transferor Endorsement Form") and together with evidence reasonably
satisfactory to the Company demonstrating  compliance with applicable securities
laws,  the Company at its  expense,  but with payment by the  Transferor  of any
applicable  transfer  taxes,  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration  Statement  described
in Section 11 of the Subscription  Agreement,  within the time periods described
in the Subscription  Agreement,  which Registration  Statement must be effective
for the  periods  set forth in the  Subscription  Agreement,  then upon  written
demand made by the Holder,  the Company will pay to the Holder of this  Warrant,
in lieu of  delivering  Common  Stock,  a sum equal to the closing  price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date  immediately  preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise  date,  which would result in beneficial  ownership by the Holder
and its affiliates of more than 9.99% of the outstanding  shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities

<PAGE>

Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.  Subject to
the  foregoing,  the Holder  shall not be limited to aggregate  exercises  which
would result in the issuance of more than 9.99%.  The  restriction  described in
this paragraph may be revoked upon  seventy-five (75) days prior notice from the
Holder to the  Company.  The  Holder  may  allocate  which of the  equity of the
Company deemed  beneficially  owned by the  Subscriber  shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

         11. Warrant Agent.  The Company may, by written notice to the Holder of
the  Warrant,  appoint an agent (a  "Warrant  Agent") for the purpose of issuing
Common Stock (or Other  Securities) on the exercise of this Warrant  pursuant to
Section 1,  exchanging  this Warrant  pursuant to Section 7, and replacing  this
Warrant pursuant to Section 8, or any of the foregoing,  and thereafter any such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such Warrant Agent.

         12. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices. All notices, demands, requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such  communications  shall be: (i) if to the Company to: New Dragon Asia Corp.,
Room 1304, 13th Floor, Wing On Centre,  111 Connaught Road Central,  Sheung Wan,
Hong Kong, Attn: Willie Lai, CFO, telecopier:  011-852-2815-9839, with a copy by
telecopier only to: Loeb & Loeb, 10100 Santa Monica  Boulevard,  Suite 2200, Los
Angeles,  CA  90067-4164,  Attn:  David L.  Ficksman,  Esq.,  telecopier:  (310)
282-2200,  and (ii) if to the  Holder,  to: the address  and  telecopier  number
listed on the first  paragraph of this Warrant,  with a copy by telecopier  only
to: Grushko & Mittman,  P.C.,  551 Fifth Avenue,  Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575.

         14.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated  in New York County in the State of New York.  The  headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.



<PAGE>



         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                              NEW DRAGON ASIA CORP.



                                              By:______________________________
                                                 Name:
                                                 Title:



Witness:





--------------------------

<PAGE>



                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  NEW DRAGON ASIA CORP.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___  $__________  in  lawful  money  of  the  United  States;   and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of  Common  Stock  purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to  _____________________________________________________
whose address is ___________________________________________________



The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  or pursuant to an  exemption  from
registration under the Securities Act.

Dated:___________________
                                 (Signature must conform to name of holder as
                                  specified on the face of the Warrant)


                                  ---------------------------------------------

                                  ---------------------------------------------
                                  (Address)


<PAGE>

                                    Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of NEW  DRAGON  ASIA CORP.  to which the within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such person  Attorney to transfer its respective  right on the books of NEW
DRAGON ASIA CORP. with full power of substitution in the premises.


<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
Transferees                              Percentage Transferred                 Number Transferred
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>

---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


Dated:  ______________, ___________
                                                -----------------------------
                                                (Signature must conform to
                                                name of holder as specified
                                                on the face of the warrant)

Signed in the presence of:


----------------------------------              --------------------------------
         (Name)                                               (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

----------------------------------              --------------------------------
                                                              (address)
         (Name)