SINO-GLOBAL
      SHIPPING AMERICA, LTD.

    


    WARRANT
      AGREEMENT

    


    _________________
      ___, _____

    


    Anderson
      & Strudwick, Incorporated

    707
      East
      Main Street

    20th
      Floor

    Richmond,
      Virginia 23219

    


    Ladies
      and Gentlemen:

    


    Sino-Global
      Shipping America, Ltd., a Virginia corporation (the “Company”), agrees to issue
      and sell to you a warrant (the “Warrant”) to purchase the number of shares of
      common stock, of the Company set forth herein, subject to the terms and
      conditions contained herein.

    


    1. Issuance
      of Warrant; Exercise Price.
      The
      Warrant, which shall be in the form attached hereto as Exhibit
      A,
      shall
      be issued to you concurrently with the execution hereof in consideration of
      the
      payment by you to the Company of the sum of US $0.001 cash per share of common
      stock subject to the Warrant, the receipt and sufficiency of which are hereby
      acknowledged. The Warrant shall provide that you and such other holder(s) of
      the
      Warrant, as such may be assigned in accordance herewith, shall have the right
      to
      purchase an aggregate of up to __________ shares of common stock for an exercise
      price equal to $_____ per share (the “Exercise Price”), as described more fully
      herein. The number, character and Exercise Price of such shares are subject
      to
      adjustment as hereinafter provided, and the term “shares” shall mean, unless the
      context otherwise requires, the shares of common stock and other securities
      and
      property receivable upon exercise of the Warrant. The term “Exercise Price”
shall mean, unless the context otherwise requires, the price per share
      purchasable under the Warrant as set forth in this Section 1, as adjusted from
      time to time pursuant to Section 5.

    


    2. Notices
      of Record Date.
      In the
      event of (i) any taking by the Company of a record date with respect to the
      holder(s) of any class of securities of the Company for purposes of determining
      which of such holder(s) are entitled to dividends or other distributions, or
      any
      right to subscribe for, purchase or otherwise acquire shares of stock of any
      class or any other securities or property, or to receive any other right,
      (ii) any capital reorganization of the Company, or reclassification or
      recapitalization of capital stock of the Company or any transfer in one or
      more
      related transactions of all or a majority of the assets or revenue or income
      generating capacity of the Company to, or consolidation or merger of the Comany
      with or into, any other entity or person, or (iii) any voluntary or
      involuntary dissolution or winding up of the Company, then and in each such
      event the Company will mail or cause to be mailed to each holder of a Warrant
      at
      the time outstanding a notice specifying, as the case may be, (a) the date
      on which any such record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right; or (b) the date on which any such reorganization,
      reclassification, recapitalization, transfer, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up is to take place and the time, if any
      is
      to be fixed, as of which the holders of record of shares (or any other class
      of
      stock or securities of the Company, or another issuer pursuant to Section 5,
      receivable upon the exercise of the Warrant) shall be entitled to exchange
      their
      shares (or such other stock or securities) for securities or other property
      deliverable upon such event. Any such notice shall be deposited in the United
      States mail, postage prepaid, at least ten (10) days prior to the date therein
      specified, and the holder(s) of the Warrant(s) may exercise the Warrant(s)
      and
      participate in such event as a registered holder of shares, upon exercise of
      the
      Warrant(s) so held, within the ten (10) day period from the date of mailing
      such
      notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. No
      Impairment.
      The
      Company shall not, by amendment of its organizational documents or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities, or any other action, avoid or seek to avoid the observance
      or performance of any other action, avoid or seek to avoid the observance or
      performance of any of the terms of this Agreement or of the Warrant, but will
      at
      all times in good faith take any and all action as may be necessary in order
      to
      protect the rights of the holder(s) of the Warrant against impairment. Without
      limiting the generality of the foregoing, the Company (a) will at all times
      reserve and keep available, solely for issuance and delivery upon exercise
      of
      the Warrant, shares issuable from time to time upon exercise of the Warrant,
      (b)
      will not increase the par value of any shares of stock receivable upon exercise
      of the Warrant above the amount payable in respect thereof upon such exercise,
      and (c) will take all such action as may be necessary or appropriate in order
      that the Company may validly and legally issue fully paid and non-assessable
      stock upon the exercise of the Warrant, or any portion of it.

    


    4. Exercise
      of Warrant.

    


    (a) Exercise
      for Cash.
      At any
      time and from time to time on and after one hundred eighty (180) days after
      the
      closing of the initial public offering of the Company’s common stock (the “IPO”)
      and expiring on ____________
      ___, ____
      at 11:59
      p.m., Richmond, Virginia time (the “Exercise Period”), Warrant may be exercised
      as to all or any portion of the whole number of shares covered by the Warrant
      by
      the holder thereof by surrender of the Warrant, accompanied by a subscription
      for shares to be purchased in the form attached hereto as Exhibit
      B
      and by a
      check payable to the order of the Company in the amount required for purchase
      of
      the shares as to which the Warrant is being exercised, delivered to the Company
      at its principal office at 36-09 Main Street, Suite 9C-2, Flushing, New York
      11354, Attention: President. 

    


    (b) Cashless
      Exercise.
      In
      addition, during the Exercise Period and to the extent that the Company has
      failed to register the shares issuable hereunder in accordance with Section
      7
      hereof within 90 days of the notification of the Company of the exercise of
      such
      demand registration right, the Warrant may be exercised as to all or any portion
      of the whole number of shares covered by the Warrant by the holder thereof
      by
      surrender of Warrant together with irrevocable instructions to the Company
      to
      issue in exchange for the Warrant the number of shares equal to the product
      of
      (i) the number of shares as to which the Warrant is being exercised multiplied
      by (ii) a fraction the numerator of which is the Current Value of an share
      less
      the Exercise Price therefor and the denominator of which is such Current Value.
      In the case of the purchase of less than all the shares purchasable under the
      Warrant, the Company shall cancel such Warrant and shall execute and deliver
      a
      new Warrant of like tenor for the unexercised balance. For the purposes hereof,
      “Exercise Date” shall mean the date on which all deliveries required to be made
      to the Company upon exercise of the Warrant pursuant to this Section 4 shall
      have been made.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Issuance
      of Certificates.
      Upon
      the exercise of a Warrant in whole or in part, the Company will within five
      (5)
      days thereafter, at its expense (including the payment by the Company of any
      applicable issue or transfer taxes), cause to be issued in the name of and
      delivered to the Warrant holder a certificate or certificates for the number
      of
      fully paid and non-assessable shares to which such holder is entitled upon
      exercise of the Warrant. In the event such holder is entitled to a fractional
      share, in lieu thereof such holder shall be paid a cash amount equal to such
      fraction, multiplied by the Current Value of one full share on the date of
      exercise. Certificates for shares issuable by reason of the exercise of the
      Warrant shall be dated and shall be effective as of the date of the surrendering
      of the Warrant for exercise, notwithstanding any delays in the actual execution,
      issuance or delivery of the certificates for the shares so purchased. In the
      event the Warrant is exercised as to less than the aggregate amount of all
      shares issuable upon exercised as to less than the aggregate amount of all
      shares issuable upon exercise of the Warrant held by such person, the Company
      shall issue a new Warrant to the holder of the Warrant so exercised covering
      the
      aggregate number of shares as to which the Warrant remains unexercised. In
      addition to the foregoing, should the Company fail to issue the stock
      certificate or certificates within the time limits referenced in the first
      sentence of this Section 4(c), if and to the extent not already utilized as
      to
      the Warrant or the shares underlying the Warrant, the holder may utilize the
      cashless exercise contained in Section 4(b) hereof.

    


    (d) Current
      Value.
      For
      purposes of this section, “Current Value” is defined (i) in the case for which a
      public market exists for the shares at the time of such exercise, at a price
      per
      share equal to (A) the average of the means between the closing bid and asked
      prices of the shares in the over-the-counter market for 20 consecutive business
      days commencing 30 business days before the date of such notice, (B) if the
      shares are quoted on the Nasdaq Capital Market, at the average of the means
      of
      the daily closing bid and asked prices of the shares for 20 consecutive business
      days commencing 30 business days before the date of such notice, or (C) if
      the
      shares are listed on any national securities exchange or The Nasdaq National
      Market, at the average of the daily closing prices of the shares for 20
      consecutive business days commencing 30 business days before the date of such
      notice, and (ii) in the case no public market exists at the time of such
      exercise, at the Appraised Value. For the purposes of this Agreement, “Appraised
      Value” is the value determined in accordance with the following procedures. For
      a period of five (5) days after the date of an event (a “Valuation Event”)
      requiring determination of Current Value at a time when no public market exists
      for the shares (the “Negotiation Period”), each party to this Agreement agrees
      to negotiate in good faith to reach agreement upon the Appraised Value of the
      securities or property at issue, as of the date of the Valuation Event, which
      will be the fair market value of such securities or property, without premium
      for control or discount for minority interests, illiquidity or restrictions
      on
      transfer. In the event that the parties are unable to agree upon the Appraised
      Value of such securities or other property by the end of the Negotiation Period,
      then the Appraised Value of such securities or property will be determined
      for
      purposes of this Agreement by a recognized appraisal or investment banking
      firm
      mutually agreeable to the holder(s) of the Warrant and the Company (the
“Appraiser”). If the holder(s) of the Warrant and the Company cannot agree on an
      Appraiser within two (2) business days after the end of the Negotiation Period,
      the Company, on the one hand, and the holder(s) of the Warrant, on the other
      hand, will each select an Appraiser within ten (10) business days after the
      end
      of the Negotiation Period and those Appraisers will determine the fair market
      value of such securities or property, without premium for control or discount
      for minority interests. Such independent Appraiser(s) will be directed to
      determine fair market value of such securities or property as soon as
      practicable, but in no event later than thirty (30) days from the date of its
      selection. The determination by Appraiser(s) of the fair market value will
      be
      conclusive and binding on all parties to this Agreement. If there are two
      Appraisers, and they do not agree as to fair market value, then fair market
      value shall be determined to be the average of the fair market values as
      determined by each Appraiser. Appraised Value of each share at a time when
      (i)
      the Company is not a reporting company under the Securities Exchange Act of
      1934
      and (ii) the shares are not traded in the organized securities markets, will,
      in
      all cases, be calculated by determining the Appraised Value of the entire
      Company taken as a whole and dividing that value by the number of shares then
      outstanding, without premium for control or discount for minority interests,
      illiquidity or restrictions on transfer. The costs of the Appraiser(s) will
      be
      borne by the Company. In no event will the Appraised Value of the shares be
      less
      than the per share consideration received or receivable with respect to the
      shares or securities or property of the same class in connection with a pending
      transaction involving a sale, merger, recapitalization, reorganization,
      consolidation, or share exchange, dissolution of the Company, sale or transfer
      of all or a majority of its assets or revenue or income generating capacity,
      or
      similar transaction.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Protection
      Against Dilution.
      The
      Exercise Price for the shares and number of shares issuable upon exercise of
      the
      Warrant, in whole or in part, is subject to adjustment from time to time as
      follows:

    


    (a) Stock
      Dividends, Subdivisions, Reclassifications, Etc.
      In case
      at any time or from time to time after the date of execution of this Agreement,
      the Company shall (i) take a record of the holders of shares for the purpose
      of
      entitling them to receive a dividend or a distribution on shares payable in
      shares or other class of securities, (ii) subdivide or reclassify its
      outstanding shares of shares into a greater number shares, or (iii) combine
      or
      reclassify its outstanding shares into a smaller number of shares, then, and
      in
      each such case, the Exercise Price in effect at the time of the record date
      for
      such dividend or distribution or the effective date of such subdivision,
      combination or reclassification shall be adjusted in such a manner that the
      Exercise Price for the shares issuable upon exercise of the Warrant immediately
      after such event shall bear the same ratio to the Exercise Price in effect
      immediately prior to any such event as the total number of shares outstanding
      immediately prior to such event shall bear to the total number of shares
      outstanding immediately after such event.

    


    (b) Adjustment
      of Number of Shares Purchasable.
      When
      any adjustment is required to be made in the Exercise Price under this Section
      5, (i) the number of shares issuable upon exercise of the Warrant, in whole
      or
      in part, shall be changed (upward to the nearest full share) to the number
      of
      shares determined by dividing (x) an amount equal to the number of shares
      issuable pursuant to the exercise of the Warrant immediately prior to the
      adjustment, multiplied by the Exercise Price in effect immediately prior to
      the
      adjustment, by (y) the Exercise Price in effect immediately after such
      adjustment, and (ii) upon exercise of the Warrant, the holder will be entitled
      to receive the number of shares of other securities referred to in Section
      5(a)
      that such holder would have received had the Warrant been exercised prior to
      the
      events referred to in Section 5(a).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) Adjustment
      for Reorganization, Consolidation, Merger, Etc.
      In case
      of any reorganization or consolidation of the Company with, or any merger of
      the
      Company with or into, another entity (other than a consolidation or merger
      in
      which the Company is the surviving corporation) or in case of any sale or
      transfer to another entity of the majority of assets of the Company, the entity
      resulting from such reorganization or consolidation or surviving such merger
      or
      to which such sale or transfer shall be made, as the case may be, shall make
      suitable provision (which shall be fair and equitable to each holder of a
      Warrant) and shall assume the obligations of the Company hereunder (by written
      instrument executed and mailed to each holder of a Warrant then outstanding)
      pursuant to which, upon exercise of the Warrant, at any time after the
      consummation of such reorganization, consolidation, merger or conveyance, the
      holder shall be entitled to receive the stock or other securities or property
      that such holder would have been entitled to upon consummation if such holder
      had exercised the Warrant immediately prior thereto, all subject to further
      adjustment as provided in this Section 5.

    


    (d) Certificate
      as to Adjustments.
      In the
      event of adjustment as herein provided in paragraphs of this Section 5, the
      Company shall promptly mail to each Warrant holder a certificate setting forth
      the Exercise Price and number of shares issuable upon exercise after such
      adjustment and setting forth a brief statement of facts requiring such
      adjustment. Such certificate shall also set forth the kind and amount of stock
      or other securities or property into which the Warrant shall be exercisable
      after any adjustment of the Exercise Price as provided in this
      Agreement.

    


    (e) Minimum
      Adjustment.
      Notwithstanding the foregoing, no certificate as to adjustment of the Exercise
      Price hereunder shall be made if such adjustment results in a change in the
      Exercise Price then in effect of less than five cents ($0.05) and any adjustment
      of less than five cents ($0.05) of any Exercise Price shall be carried forward
      and shall be made at the time of and together with any subsequent adjustment
      that, together with any subsequent adjustment that, together with the adjustment
      or adjustments so carried forward, amounts to five cents ($0.05) or more;
      provided however, that upon the exercise of a Warrant, the Company shall have
      made all necessary adjustments (to the nearest cent) not theretofore made to
      the
      Exercise Price up to and including the date upon which such Warrant is
      exercised.

    


    7. Registration
      Rights.

    


    (a) Demand
      Registration Under the Securities Act of 1933.
      To the
      extent that sufficient shares have not been registered to permit exercise of
      the
      Warrant, then at any time commencing after the closing of the IPO, through
      and
      including ____________
      ___, ____,
      parties
      who collectively hold a majority of the shares issued or issuable upon the
      exercise of the Warrant shall have the right, exercisable by written notice
      to
      the Company, to have the Company prepare and file with the Securities and
      Exchange Commission (the “Commission”), on one occasion, a registration
      statement and such other documents, including a prospectus, as may be necessary
      in the opinion of both counsel for the Company and counsel for you and any
      other
      holder of a Warrant, in order to comply with the provisions of the Act, so
      as to
      permit a public offering and sale of their respective Warrant, the shares
      underlying the Warrant or other securities held as a result of any adjustment
      made pursuant to Section 5 hereof (collectively, the “Registrable Securities”).
      The Company shall notify each holder of a Warrant and the shares underlying
      the
      Warrant of any such demand registration request within ten (10) days of receipt
      of such request. The notified holder(s) may participate in such demand
      registration by notifying the Company within ten (10) days after receiving
      the
      Company’s notification.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Notice
      to Be Delivered.
      The
      Company covenants and agrees to give written notice of any registration request
      under Section 7(a) by you or any holder(s) to you and to all other holder(s)
      of
      a Warrant or the shares underlying a Warrant within ten (10) days from the
      date
      of the receipt of any such registration request.

    


    (c) Covenants
      of the Company With Respect to Registration.
      In
      connection with any registration under Section 7(a) hereof, the Company
      covenants and agrees as follows:

    


    (i) The
      Company shall use its best efforts to file a registration statement within
      forty-five (45) days of receipt of any demand therefor in accordance with
      Section 7(a), shall use its best efforts to have any registration statement
      declared effective at the earliest practicable time, and shall furnish you
      and
      each holder desiring to sell the Registrable Securities held by you or the
      other
      holder(s) as a result of any adjustment made pursuant to the provisions of
      Section 5 hereof, such number of prospectuses as shall reasonably be
      requested.

     

    (ii) The
      Company shall pay all costs (excluding fees and expenses of counsel for you
      and
      any other holder(s) and any underwriting or selling commissions), fees and
      expenses in connection with all registration statements filed pursuant to
      Section 7(a) hereof including, without limitation, the Company’s legal and
      accounting fees, printing expenses, and blue sky fees and expenses. If the
      Company shall fail to comply with the provisions of Section 7(d), the Company
      shall, in addition to any other equitable or other relief available to you
      and
      any other holder(s), be liable for any or all actual damages (which may include
      damages due to a loss of profit).

    


    (iii) The
      Company will take all necessary action which may be required in qualifying
      or
      registering the Registrable Securities included in a registration statement
      for
      offering and sale under the securities or blue sky laws of such states as
      reasonably are requested by you and any other holder(s), provided that the
      Company shall not be obligated to execute or file any general consent to service
      of process or to qualify as a foreign corporation to do business under the
      laws
      of any such jurisdiction.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (iv) The
      Company shall indemnify you and any other holder(s) of the Registrable
      Securities to be sold pursuant to any registration statement and each person,
      if
      any, who controls you or any other holder(s) within the meaning of Section
      15 of
      the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
      (the
“1934 Act”), against all loss, claim, damage, expense or liability (including
      all expenses reasonably incurred in investigating, preparing or defending
      against any claim whatsoever) to which any of them may become subject under
      the
      Act, the 1934 Act or otherwise, arising from such registration statement to
      the
      same extent and with the same effect as the provisions pursuant to which the
      Company has agreed to indemnify you in the Underwriting Agreement to be entered
      into by and between you and the Company (the “Underwriting Agreement”) and to
      provide for just and equitable contribution as set forth in the Underwriting
      Agreement.

    


    (v) You
      and
      any other holder(s) of the Registrable Securities to be sold pursuant to a
      registration statement, and their successors and assigns, shall severally,
      and
      not jointly, indemnify the Company, its officers and directors and each person,
      if any, who controls the Company within the meaning of Section 15 of the Act
      or
      Section 20(a) of the 1934 Act, against all loss, claim, damage or expense or
      liability (including all expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which they may become
      subject under the Act, the 1934 Act or otherwise, arising from information
      furnished by or on behalf of such holder(s), or their successors or assigns,
      for
      specific inclusion in such registration statement to the same extent and with
      the same effect as the provisions contained in the Underwriting Agreement
      pursuant to which you have agreed to indemnify the Company and to provide for
      just and equitable contribution as set forth in the Underwriting
      Agreement.

    


    (vi) Nothing
      contained in this Agreement shall be construed as requiring you or any other
      holder(s) to exercise any portion of their Warrant prior to the initial filing
      of any registration statement or the effectiveness thereof.

    


    (vii) The
      Company shall deliver promptly to you and any other holder(s) of the Registrable
      Securities participating in the offering copies of all correspondence between
      the Commission and the Company, its counsel or auditors and all memoranda
      relating to discussions with the Commission or its staff with respect to the
      registration statement and permit you and the other holder(s) of the Registrable
      Securities to do such investigation, upon reasonable advance notice, with
      respect to information contained in or omitted from the registration statement
      as it deems reasonably necessary to comply with applicable securities laws
      or
      rules of the Financial Industry Regulatory Authority (“FINRA”); provided that
      you and each such holder of the Registrable Securities agree not to disclose
      such information without the prior consent of the Company. Such investigation
      shall include access to books, records and properties and opportunities to
      discuss the business of the Company with its officers and independent auditors,
      all to such reasonable extent and at such reasonable times and as often as
      you
      and any other holder(s) of the Registrable Securities shall reasonably
      request.

    


    (viii) If
      required by the underwriters in connection with an underwritten offering which
      includes Registrable Securities pursuant to this Section 7, the Company shall
      enter into an underwriting agreement with one or more underwriters selected
      for
      such underwriting. Such underwriting agreement shall be satisfactory in form
      and
      substance to the Company, you and each other holder of the Registrable
      Securities, and shall contain such representations, warranties and covenants
      by
      the Company and such other terms as are customarily contained in agreements
      of
      that type used by the underwriters. If required by the underwriters, you and
      the
      other holder(s) of the Registrable Securities shall be parties to any
      underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the representations
      and warranties of the Company to or for the benefit of such underwriters shall,
      to the extent that they may be applicable, also be made to and for the benefit
      of you and the other holder(s) of the Registrable Securities. You and the other
      holder(s) of the Registrable Securities shall not be required to make any
      representations or warranties to or agreements with the Company or the
      underwriters except as they may relate to you and the other holder(s) of the
      Registrable Securities and their intended methods of distribution.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (ix) In
      connection with any registration statement filed pursuant to Section 7 hereof,
      the Company shall furnish, or cause to be furnished, to you and each holder
      participating in any underwritten offering and to each underwriter, a signed
      counterpart, addressed to you, such holder(s) or underwriter, of (i) an opinion
      of counsel to the Company, dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      an opinion dated the date of the closing under the underwriting agreement),
      and
      (ii) a “cold comfort” letter, dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      a
      letter dated the date of the closing under the underwriting agreement), signed
      by the independent public accountants who have issued a report on the Company’s
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants’ letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer’s counsel
      and in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities.

     

    (x) The
      Company shall promptly notify you and each holder of the Registrable Securities
      covered by such registration statement, at any time when a prospectus relating
      thereto is required to be delivered under the Act, upon the Company’s discovery
      that, or upon the happening of any event as a result of which, the prospectus
      included in such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances under which they were made, and upon receipt of
      such
      notice you and each holder shall not effect any sale of securities and shall
      immediately cease utilizing or distributing such prospectus. At the request
      of
      you or any such holder(s), the Company shall promptly prepare and furnish to
      you
      or such holder(s) and each underwriter, if any, a reasonable number of copies
      of
      a supplement to or an amendment of such prospectus as may be necessary so that,
      as thereafter delivered to the purchasers of such securities, such prospectus
      shall not include an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances under which they were
      made.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (xi) For
      purposes of this Agreement, the term “majority” in reference to you and the
      other holder(s) of a Warrant or the shares underlying an unexercised Warrant,
      shall mean in excess of fifty percent (50%) of the shares underlying the then
      outstanding Warrant(s) that have not been resold to the public pursuant to
      Rule
      144 under the Act or a registration statement filed with the Commission under
      the Act.

    


    8. Stock
      Exchange Listing.
      In the
      event the Company lists its shares on any national securities exchange or
      market, the Company will, at its expense, also list on such exchange, upon
      exercise of a Warrant, all shares issuable pursuant to such
      Warrant.

    


    9. Restrictive
      Legend.
      Executed copies of this Agreement shall be filed in the principal office of
      the
      Company. Instruments evidencing all or part of the Warrant shall contain the
      legend shown on Exhibit
      A
      until
      one hundred eighty (180) days after the closing of the IPO, after which time
      such legend may be removed at the request of the holder thereof.

    


    10. Successors
      and Assigns; Binding Effect.
      This
      Agreement shall be binding upon and inure to the benefit of you and the Company
      and their respective successors and permitted assigns.

    


    11. Notices.
      Any
      notice hereunder shall be given by registered or certified mail, if to the
      Company, at its principal office referred to in Section 5 and, if to a holder,
      to the holder’s address shown in the Warrant ledger of the Company, provided
      that any holder may at any time on three (3) days’ written notice to the Company
      designate or substitute another address where notice is to be given. Notice
      shall be deemed given and received after a certified or registered letter,
      properly addressed with postage prepaid, is deposited in the U.S.
      mail.

    


    12. Severability.
      Every
      provision of this Agreement is intended to be severable. If any term or
      provision hereof is illegal or invalid for any reason whatsoever, such
      illegality or invalidity shall not affect the remainder of this
      Agreement.

    


    13. Assignment;
      Replacement of Warrant.
      The
      Warrant and the shares underlying the Warrant may be sold, transferred,
      assigned, pledged or hypothecated by you prior to one hundred eighty (180)
      days
      after the closing of the IPO only to bona
      fide
      officers
      of Anderson & Strudwick, Incorporated, who in turn shall be subject to the
      same restriction. Any assignment shall be effected in accordance with the Form
      of Assignment attached hereto as Exhibit
      C.
      If the
      Warrant is assigned, in whole or in part, the Warrant shall be surrendered
      at
      the principal office of the Company, and thereupon, in the case of a partial
      assignment, a new Warrant shall be issued to the holder thereof covering the
      number of shares not assigned, and the assignee shall be entitled to receive
      a
      new Warrant covering the number of shares so assigned. Upon receipt of evidence
      reasonably satisfactory to the Company of the loss, theft, destruction or
      mutilation of any Warrant and appropriate bond or indemnification protection,
      the Company shall issue a new Warrant of like tenor.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    14. Rights
      of Shareholders.
      Until
      exercised, the Warrant shall not entitle the holder thereof to any of the rights
      of a shareholder of the Company.

    


    15. Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      Commonwealth of Virginia without giving effect to the principles of choice
      of
      laws thereof.

    


    16. Definition.
      All
      references to the word “you” in this Agreement shall be deemed to apply with
      equal effect to any persons or entities to whom a Warrant has been transferred
      in accordance with the terms hereof, and, where appropriate, to any persons
      or
      entities holding shares issuable upon exercise of a Warrant.

    


    17. Headings.
      The
      headings herein are for purposes of reference only and shall not limit or
      otherwise affect the meaning of any of the provisions hereof.

    


    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	
              SINO-GLOBAL
                SHIPPING AMERICA, LTD.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	                   
              
	 	 	 
	 	
              Title:
                

            	           
              
	 	 	 
	 	
              Date:
                

            	                 
              


    

    


    Accepted
      as of the ____ day of _____________, _____________.

    


    ANDERSON
      & STRUDWICK, INCORPORATED

     

    
      	
              By:
                

            	              
              
	 	 
	
              Title:
                

            	            
              
	 	 
	
              Date:
                

            	                     
              


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    No.
      ____

    ___________
      Shares

    (as
      may
      be adjusted pursuant to the terms of the Warrant Agreement)

    


    SINO-GLOBAL
      SHIPPING AMERICA, LTD.

    COMMON
      STOCK PURCHASE WARRANT

    


    THIS
      IS
      TO CERTIFY that ANDERSON & STRUDWICK, INCORPORATED or its assigns as
      permitted in that certain Warrant Agreement (the “Warrant Agreement”) dated
      ____________ ___, ____ between the Company (as hereafter defined) and Anderson
      & Strudwick, Incorporated is entitled to purchase at any time or from time
      to time on or after the closing of the initial public offering of the Company’s
      common stock and before ____________ ___, ____, _____ shares of the common
      stock
      of Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”),
      for an exercise price per share as set forth in the Warrant Agreement referred
      to herein. This Warrant is issued pursuant to the Agreement, and all rights
      of
      the holder of this Warrant are further governed by, and subject to the terms
      and
      provisions of such Warrant Agreement, copies of which are available upon request
      to the Company. The holder of this Warrant and the shares issuable upon the
      exercise hereof shall be entitled to the benefits, rights and privileges and
      subject to the obligations, duties and liabilities provided in the Warrant
      Agreement.

    


    UNTIL
      ONE
      HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING OF THE INITIAL PUBLIC OFFERING
      OF
      THE COMMON STOCK OF SINO-GLOBAL SHIPPING AMERICA, LTD., NEITHER ANDERSON &
STRUDWICK, INCORPORATED NOR ANY ASSIGNEE OF ALL OR A PORTION OF THE RIGHTS
      PURSUANT TO THIS WARRANT MAY SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
      ANY
      OF ITS RIGHTS PURSUANT TO THIS WARRANT OTHER THAN TO BONA FIDE OFFICERS OF
      ANDERSON & STRUDWICK, INCORPORATED.

    


    Subject
      to the provisions of the Securities Act of 1933, of the Warrant Agreement and
      of
      this Warrant, this Warrant and all rights hereunder are transferable, in whole
      or in part, only to the extent expressly permitted in such documents and then
      only at the office of the Company at Sino-Global Shipping America, Ltd., 36-09
      Main Street, Suite 9C-2, Flushing, New York 11354, Attention: President, by
      the
      holder hereof or by a duly authorized attorney-in-fact, upon surrender of this
      Warrant duly endorsed, together with the Assignment hereof duly endorsed. Until
      transfer hereof on the books of the Company, the Company may treat the
      registered holder hereof as the owner hereof for all purposes.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed and its
      corporate seal to be hereunto affixed by its proper corporate officers thereunto
      duly authorized.

    


    
      	 	
              SINO-GLOBAL
                SHIPPING AMERICA, LTD.

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	                             
              	
              (SEAL)

            
	 	 	
              Cao
                Lei, President

            	 


    

    


    ATTEST:

     

    
      	                         
              
	
              Secretary

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      B

     

    FORM
      OF SUBSCRIPTION

    


    To
      Sino-Global Shipping America, Ltd.

    


    The
      undersigned, the holder of Warrant Number ______, hereby irrevocably elects
      to
      exercise the purchase right represented by such Warrant, and to purchase
      thereunder _________* shares of common stock of Sino-Global Shipping America,
      Ltd.

    


    As
      payment therefor, the undersigned (mark one):

    


    ______
      herewith makes a payment in cash or by check of U.S. $___________, or


    


    ______requests
      to utilize the cashless exercise provision in Section 4(b) of the Warrant
      Agreement.

    


    Further,
      the undersigned requests that the certificate or certificates for such shares
      be
      issued in the name of and delivered to the undersigned. The undersigned
      acknowledges and agrees that shares to be received by the undersigned are
      subject to the restrictions on transfer set forth in the Warrant.

     

    
      	 	                         
              
	 	
              (Signature)

            
	 	 
	 	 
	 	                 
              
	 	 
	 	 
	 	                                 
              
	 	
              (Address)

            


    

    


    
      	
              Dated:
                

            	                                      
              


    

    


    *Insert
      here the number of shares set forth on the face of the Warrant (or, in the
      case
      of a partial exercise, the portion thereof as to which the Warrant is being
      exercised), in either case without making any adjustment (which adjustment
      will
      be made in the issuance of such shares, other stock, securities, property,
      or
      cash) for additional shares or any other stock or other securities or property
      or cash that, pursuant to the adjustment provisions of the Warrant, is
      deliverable upon exercise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF ASSIGNMENT

     

    (To
      be
      signed only upon transfer of Warrant)

    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      ________________ the right represented by Warrant Number 1 to purchase
      _______________ shares of common stock of Sino-Global Shipping America, Ltd.
      to
      which the attached Warrant relates, and appoints ______________ as
      Attorney-in-Fact to transfer such right on the books of Sino-Global Shipping
      America, Ltd. with the full power of substitution in the premises. At the
      conclusion of the Assignment, the undersigned and _______________ will receive
      Warrants reflecting the separate rights to purchase ______________ shares of
      common stock of Sino-Global Shipping America, Ltd.

    


    The
      undersigned represents and warrants that the transfer of the attached Warrant
      is
      permitted by the terms of the Warrant Agreement pursuant to which the attached
      Warrant has been issued, and the transferee hereof, by acceptance of this
      Assignment, agrees to be bound by the terms of the Warrant Agreement with the
      same force and effect as if a signatory thereto. 

     

    
      	 	                        
                          
              
	 	
              (Signature)

            
	 	 
	 	 
	 	                  
                           
              
	 	 
	 	 
	 	                
                                          
              
	 	
              (Address)

            


    

    


    
      	
              Dated:
                

            	                        
              


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No.
      1

    __________
      Shares

    (as
      may
      be adjusted pursuant to the terms of the Warrant Agreement)

    


    SINO-GLOBAL
      SHIPPING AMERICA, LTD.

    COMMON
      STOCK PURCHASE WARRANT

    


    THIS
      IS
      TO CERTIFY that ANDERSON & STRUDWICK, INCORPORATED or its assigns as
      permitted in that certain Warrant Agreement (the “Warrant Agreement”) dated
      ____________ ___, ____ between the Company (as hereafter defined) and Anderson
      & Strudwick, Incorporated is entitled to purchase at any time or from time
      to time on or after the closing of the initial public offering of the Company’s
      common stock and before ____________ ___, ____, __________
      (__________)
      shares
      of the common stock of Sino-Global Shipping America, Ltd., a Virginia
      corporation (the “Company”), for an exercise price per share as set forth in the
      Warrant Agreement referred to herein. This Warrant is issued pursuant to the
      Agreement, and all rights of the holder of this Warrant are further governed
      by,
      and subject to the terms and provisions of such Warrant Agreement, copies of
      which are available upon request to the Company. The holder of this Warrant
      and
      the shares issuable upon the exercise hereof shall be entitled to the benefits,
      rights and privileges and subject to the obligations, duties and liabilities
      provided in the Warrant Agreement.

    


    UNTIL
      ONE
      HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING OF THE INITIAL PUBLIC OFFERING
      OF
      THE COMMON STOCK OF SINO-GLOBAL SHIPPING AMERICA, LTD., NEITHER ANDERSON &
STRUDWICK, INCORPORATED NOR ANY ASSIGNEE OF ALL OR A PORTION OF THE RIGHTS
      PURSUANT TO THIS WARRANT MAY SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
      ANY
      OF ITS RIGHTS PURSUANT TO THIS WARRANT OTHER THAN TO BONA FIDE OFFICERS OF
      ANDERSON & STRUDWICK, INCORPORATED.

    


    Subject
      to the provisions of the Securities Act of 1933, of the Warrant Agreement and
      of
      this Warrant, this Warrant and all rights hereunder are transferable, in whole
      or in part, only to the extent expressly permitted in such documents and then
      only at the office of the Company at Sino-Global Shipping America, Ltd., 36-09
      Main Street, Suite 9C-2, Flushing, New York 11354, Attention: President, by
      the
      holder hereof or by a duly authorized attorney-in-fact, upon surrender of this
      Warrant duly endorsed, together with the Assignment hereof duly endorsed. Until
      transfer hereof on the books of the Company, the Company may treat the
      registered holder hereof as the owner hereof for all purposes.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed and its
      corporate seal to be hereunto affixed by its proper corporate officers thereunto
      duly authorized.

    


    
      	 	
              SINO-GLOBAL
                SHIPPING AMERICA, LTD.

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	                       
              	
              (SEAL)

            
	 	 	
              Cao
                Lei, President

            	 


    

    


    ATTEST:

     

    
      	                      
              
	
              Secretary