[Form
      of
      Warrant Certificate]

     

    [Face]

     

    [GLOBAL
      WARRANT LEGEND]

     

    THIS
      GLOBAL WARRANT IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE WARRANT
      AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
      OF
      THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 3.5 OF THE WARRANT AGREEMENT, (II) THIS
      GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      3.5
      OF THE WARRANT AGREEMENT, (III) THIS GLOBAL WARRANT MAY BE DELIVERED TO THE
      WARRANT AGENT FOR CANCELLATION PURSUANT TO SECTION 3.8 OF THE WARRANT AGREEMENT
      AND (IV) THIS GLOBAL WARRANT MAY BE TRANSFERRED TO A SUCCESSOR COMMON DEPOSITARY
      WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

    [REGULATION
      S LEGEND]

     

    THIS
      WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
      REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THE
      WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE OFFERED
      OR
      SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON,
      UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
      REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR EXERCISE ANY INTEREST IN
      THIS
      WARRANT, THE BENEFICIAL HOLDER MUST FURNISH TO THE COMPANY AND THE WARRANT
      REGISTRAR (A) A WRITTEN CERTIFICATION THAT SUCH TRANSFER OR EXERCISE IS AN
      “OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
      ACT AND THAT IT IS NOT A U.S. PERSON AND THE WARRANT IS NOT BEING EXERCISED
      ON
      BEHALF OF A U.S. PERSON AND (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT
      THAT
      THE SECURITIES DELIVERED UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED
      UNDER
      THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES IS EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH BENEFICIAL HOLDER BY
      ACCEPTING AN INTEREST IN THIS WARRANT AGREES THAT ANY HEDGING TRANSACTION
      INVOLVING THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS
      WARRANT MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
      TERMS
      IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
      SECURITIES ACT.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    No.
      1

    ISIN
      No.
      XS0326205589 

    Common
      Code: 032620558

     

    Warrant
      Certificate

     

    CHINA
      MOBILE MEDIA TECHNOLOGY INC.

     

    This
      Warrant Certificate certifies that HSBC Nominees (Hong Kong) Limited, or its
      registered assigns, as nominee of the common depository for Clearstream Banking,
      societe anonyme (“Clearstream”)
      and/or
      Euroclear Bank S.A./N.V. as operator of the Euroclear System, (“Euroclear”), is
      the
      registered holder of the Warrants to purchase certain Common Stock, par value
      $.001 (the “Common
      Stock”), of
      China
      Mobile Media Technology Inc., a company incorporated under the laws of the
      State
      of Nevada (the “Company”).
      Capitalized terms used but not defined herein have the meaning ascribed to
      such
      terms in the Warrant Agreement.

     

    Each
      Warrant entitles the registered holder, upon exercise at any time during the
      Exercise Period, to receive from the Company the Warrant Shares at the Exercise
      Price per share payable upon surrender of this Warrant Certificate and payment
      of the Exercise Price at the office or agency of the Warrant Agent, but only
      subject to the conditions set forth herein and in the Warrant Agreement referred
      to on the reverse hereof. The Exercise Price and number of Warrant Shares
      issuable upon exercise of the Warrants are subject to adjustment upon the
      occurrence of certain events set forth in the Warrant Agreement.

     

    No
      Warrant may be exercised after 11:59 p.m., New York time, on the Warrant
      Expiration Date. To the extent not exercised by such time, any such Warrant
      shall become void.

     

    The
      Company shall redeem any unexercised Warrants following the Warrant Expiration
      Date or an event of default under the indenture governing the Company’s
      Guaranteed Senior Notes, at the times and manner Specified in the Warrant
      agreement.

     

    Reference
      is hereby made to the further provisions of this Warrant Certificate set forth
      on the reverse hereof and such further provisions shall for all purposes have
      the same effect as though fully set forth at this place.

     

    This
      Warrant Certificate shall not be valid unless countersigned by the Warrant
      Agent, as such term is used in the Warrant Agreement.

     

    This
      Warrant Certificate shall be governed by and construed in accordance with the
      internal laws of the State of New York.

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, China
      Mobile Media Technology Inc. has caused this Warrant Certificate to be signed
      below.

     

    Dated:
      January
      10, 2008

    
      	 	 	 
	 	
              CHINA
                MOBILE MEDIA TECHNOLOGY INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    

     

    Countersigned:

    

      THE
        HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

       

    

    as
      Warrant Agent

     

    By: 

    
      

    

    Authorized
      Signatory

     

     

    
      [SIGNATURE
        PAGE TO WARRANT CERTIFICATE]

      
        
           

        

        
          A-3

          
            

          

        

        
           

        

      

    

     

    [Reverse
      of Warrant Certificate]

     

    The
      Warrants evidenced by this Warrant Certificate are part of a duly authorized
      issue of Warrants expiring at 11:59 p.m., New York time, on the Warrant
      Expiration Date entitling the holder on exercise to receive shares of Common
      Stock, and are issued or to be issued pursuant to a Warrant Agreement dated
      as
      of December 28, 2007 (the “Warrant Agreement”), duly
      executed and delivered by the Company to The Hongkong and Shanghai Banking
      Corporation Limited, as warrant agent (the “Warrant
      Agent”), which
      Warrant Agreement is hereby incorporated by reference in and made a part of
      this
      instrument and is hereby referred to for a description of the rights, limitation
      of rights, obligations, duties and immunities thereunder of the Warrant Agent,
      the Company and the holders of the Warrants. To the extent any provision of
      this
      Warrant Certificate conflicts with the express provisions of the Warrant
      Agreement, the provisions of the Warrant Agreement shall govern and be
      controlling. Capitalized terms used but not defined herein have the meaning
      ascribed to such terms in the Warrant Agreement. A copy of the Warrant Agreement
      may be obtained by the holder hereof upon written request to the
      Company.

     

    Warrants
      may be exercised at any time during the Exercise Period. In order to exercise
      all or any of the Warrants represented by this Warrant Certificate, the holder
      must deliver to the Warrant Agent at its corporate trust office set forth in
      Section 14 of the Warrant Agreement this Warrant Certificate and the form of
      election to purchase on the reverse hereof duly completed and signed, and upon
      payment to the Company of the Exercise Price, for the number of Warrant Shares
      in respect of which such Warrants are then exercised. No adjustment shall be
      made for any dividends on any Common Stock issuable upon exercise of this
      Warrant.

     

    The
      Warrant Agreement provides that upon the occurrence of certain events the
      Exercise Price set forth on the face hereof may, subject to certain conditions,
      be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides
      that the number of shares Common Stock issuable upon the exercise of each
      Warrant shall be adjusted. No fractions of a share of Common Stock will be
      issued upon the exercise of any Warrant, but the Company will pay the cash
      value
      thereof determined as provided in the Warrant Agreement.

     

    The
      Company has agreed pursuant to an Equity Registration Rights Agreement dated
      as
      of January 10, 2008 to, as promptly as practicable upon the request of a certain
      number of holders of the Company’s securities, file a registration statement on
      an appropriate form under the U.S. Securities Act of 1933 (the “Securities
      Act”)
      covering the resale of the Warrant Shares. The Company will use its best efforts
      to cause any such registration statement to be declared effective and to keep
      such registration statement continuously effective under the Securities Act
      in
      order to permit the resale of the Warrant Shares by the holders thereof until
      the Warrant Shares (i) have been sold pursuant thereto or (ii) may be sold
      without volume limitations pursuant to Rule 144(k).

     

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

     

    Upon
      due
      presentation for registration of transfer of this Warrant Certificate at the
      corporate trust office of the Warrant Agent a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee(s) in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any tax or other governmental charge payable in
      connection therewith.

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

     

    The
      Company and the Warrant Agent may deem and treat the registered holder(s)
      thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
      any notation of ownership or other writing hereon made by anyone), for the
      purpose of any exercise hereof, of any distribution to the holder(s) hereof,
      and
      for all other purposes, and none the Company, the Warrant Registrar and the
      Warrant Agent shall be affected by any notice to the contrary. Neither the
      Warrants nor this Warrant Certificate entitles any holder hereof to any rights
      of a stockholder of the Company.

     

    This
      Agreement and each Warrant Certificate issued hereunder shall be deemed to
      be a
      contract made under the laws of the State of New York and for all purposes
      shall
      be construed in accordance with the internal laws of the State of New
      York.

     

    The
      Company agrees that any suit, action or proceeding against it arising out of
      or
      based upon this Agreement or the transactions contemplated hereby may be
      instituted in any State or U.S. federal court in The City of New York and County
      of New York, and waives any objection which it may now or hereafter have to
      the
      laying of venue of any such proceeding, and irrevocably submits to the
      non-exclusive jurisdiction of such courts in any suit, action or
      proceeding.

     

    
      
         

      

      
        A-5

        
          

        

      

      
         

      

    

     

    FORM
      OF ELECTION TO PURCHASE

     

    China
      Mobile Media Technology Inc.

     

    
      	
              To:

            	
              The
                Hongkong and Shanghai Banking Corporation Ltd
                

            


      	 	
              Level
                30, HSBC Main Building

              1
                Queen’s Road Central

              Hong
                Kong

            


    

     

    Attention: Corporate
      Trust and Loan Agency

    Fax
      No.  (+852)
      2801 5586

    

      IMPORTANT:
        PLEASE READ THE NOTES AT THE END OF THIS NOTICE BEFORE COMPLETING THIS
        NOTICE.

       

    

    I/We
      hereby irrevocably elect to exercise the Warrants into the common shares
      (“Common
      Shares”) in
      accordance with Section 4 of the Warrant Agreement.

     

    Please
      enter the number of Warrant Shares and serial or identifying numbers of Warrant
      Certificates to be exercised:

    
      	 	 
	
              Total
                number of Warrant Shares:

            	 
	
              Serial
                or identifying number of Warrant Certificates*:

            	 
	
              ISIN
                number of Global Warrant:

            	 


    

     

    *
      Not
      required for Warrants represented by a Global Warrant.

     

    Please
      tick (ü)
      the box
      of the elected option.

    
      	 	 
	o	
              Option
                1: Cash Payment

            
	 	 
	 	
              I/We
                have arranged/will arrange payment of subscription moneys to the
                account
                of the Company.

            
	 	 
	 	
              Cash
                Amount: _______________________________

            
	 	 
	 	
              (please
                attach payment evidence)

            
	 	 
	o	
              Option
                2: Tender Notes

            
	 	 
	 	
              I/We
                elect to exercise the Warrants by delivery of the Guaranteed Senior
                Notes
                (“Notes”) in
                lieu of payment of the subscription
                money

            


    

    


    
      	
              Total
                principal amount of Notes:

            	 
	 	 
	
              Serial
                or identifying number of Notes **

            	 
	 	 
	
              ISIN
                number of Notes:

            	 


    

     

    ** Not
      required for Notes represented by a Global Note.

     

    
      
         

      

      
        A-6

        
          

        

      

      
         

      

    

     

    
      	o	
              Option
                2: Tender Warrant

            
	 	 
	 	
              I/We
                elect to exercise the Warrants on a net basis without the exchange
                of
                funds

            


    

     

    If
      a
      holder wishes to elect in a combination of Option (1), (2) and (3), please
      specify.

     

    
      
         

      

      
        A-7

        
          

        

      

      
         

      

    

     

    Please
      complete all remaining sections of this notice before delivering it to the
      Warrant Agent.

     

    A. Exercising
      holder’s Information.

     

    
      	
              Name
                of holder

            	 
	 	 
	
              Address
                of holder:

            	 
	 	 
	
              Telephone
                Number:

            	 
	 	 
	
              Fax
                Number:

            	 
	 	 
	
              Email
                Address:

            	 
	 	 
	
              Contact
                Person:

            	 


    

     

    B. Delivery
      of Common Stock 

     

    Please
      register the Common Stock in the name of the following person:

     

    
      	
              Name:

            	 
	 	 
	
              Address:

            	 


    

     

    Please
      deliver certificate(s) representing the Common Stock issued in respect of the
      exercise of the Warrant to the following person (at our risk and, if we request
      that delivery by mail, at our expense)

     

    
      	
              Name:

            	 
	 	 
	
              Address:

            	 
	 	 
	
              Account
                Number with Custodian (if applicable)

            	 
	 	 
	
              Name
                and Telephone No of Contact Person:

            	 


    

     

    C. Fractional
      Interest

     

    If
      the
      Company is required to pay an amount in cash in respect of any fraction of
      a
      Warrant Share, the amount to be paid must be paid to the person whose name
      is
      specified above to be registered in the following manner:

     

    
      	
              Name:

            	 
	 	 
	
              Paid
                by Check:

            	 
	 	 
	
              (with
                details of address)

            	 
	 	 
	
              Paid
                by Remittance:

            	 
	 	 
	
              (with
                bank account details)

            	 


    

     

    
      
         

      

      
        A-8

        
          

        

      

      
         

      

    

     

    The
      undersigned hereby certifies that (i) the exercise of the Warrant is an
“offshore transaction” meeting the requirements of Rule 904 of Regulation S and
      that it is not a U.S. person and the Warrant is not being exercised on behalf
      of
      a U.S. person, and (ii) the undersigned is providing herewith an opinion of
      counsel to the effect that the Warrant and the Common Stock to be delivered
      upon
      exercise thereof have been registered under the Securities Act of 1933 or are
      exempted from registration thereunder.

     

    Signed: 

    
      

    

    (Notice
      to be signed by an authorized signatory)

     

    Date:

    
      

    

     

     

    
      
         

      

      
        A-9

        
          

        

      

      
         

      

    

     

    For
      Warrant Agent’s use only:

     

    1 Warrants
      deposited for exercise.

     

    
      	
              (a)

            	
              Identification
                Reference Number: 

            	
              ___________________________

               

            
	
              (b)

            	
              Deposit
                Date:

            	
              ___________________________

               

            
	
              (c)

            	
              Exercise
                Date:

            	
              ___________________________

               

            


    

     

    *
      Delete
      as appropriate.

     

    For
      Company’s use only:

     

    2 Common
      Stock to be Issued Upon exercise.

     

    
      	
              (a)

            	
              Aggregate
                Number of Warrant Shares deposited for exercise

            	 
	 	 	 
	
              (b)

            	
              Exercise
                Price on Exercise Date:

            	 
	 	 	 
	
              (c)

            	
              Cashless
                Exercise Ratio

            	 
	 	 	 
	
              (d)

            	
              Number
                of Common Stock deliverable: (Re: Option 1)

            	 
	 	 	 
	
              (e)

            	
              Number
                of Common Stock deliverable: (Re: Option 2)

            	 
	 	 	 
	
              (f)

            	
              Number
                of Common Stock deliverable: (Re: Option 3)

            	 
	 	 	 
	
              (g)

            	
              Amount
                of cash payment due in respect of fractions of Common Stock (if any
                and if
                applicable):

            	 


    

     

    
      
         

      

      
        A-10

        
          

        

      

      
         

      

    

     

    WARRANTS

     

    
      	
              1

            	
              This
                notice will be void unless all relevant details are duly completed
                and
                deposited during the Exercise
                Period.

            


    

     

    
      	
              2

            	
              Your
                attention is particularly drawn to Section 4 of the Warrant Agreement
                relating to the exercise of the
                Warrants.

            


    

     

    
      	
              3

            	
              If
                a retroactive adjustment of the Exercise Price contemplated by the
                terms
                and conditions of the Warrants is required in respect of an exercise
                of
                Warrants, additional Common Shares deliverable pursuant to such
                retroactive adjustment (together with any other securities, property
                or
                cash) shall be delivered or dispatched in accordance with the Warrant
                Agreement.

            


    

     

    
      	
              4

            	
              Despatch
                of share certificates or other securities or property will be made
                at the
                risk of the exercising holder and the exercising holder will be required
                to submit any necessary documents required in order to effect, despatch
                in
                the manner specified.

            


    

     

    
      
         

      

      
        A-11

        
          

        

      

      
         

      

    

     

    SCHEDULE
      OF EXCHANGES OF INTERESTS OF GLOBAL WARRANTS The following exchanges of a part
      of this Global Warrant have been made:

     

    
      	
              Date
                of Exchange 

            	 	
              Amount
                of decrease in number of warrants in this Global Warrant

            	
               

            	
              Amount
                of increase in number of Warrants in this Global Warrant

            	
               

            	
              Number
                of Warrants in this Global Warrant following such decrease or
                increase

            	
               

            	
              Signature
                of authorized officer of Warrant Agent

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

     

     

    
 

    
      
         

      

      
        A-12