Exhibit
      4.4

     

    WARRANT
      AGREEMENT 

     

    This
      Warrant Agreement (this “Agreement”) made as of ____ __, 2008 between China
      Resources Ltd., a Delaware corporation, with offices at Shen Zhen China Jia
      Yue
      Trading Co., Ltd., Room 921, Block A, Golden Central Tower, Jintian Road, Futian
      District, Shenzhen, P.R. China. 
      (the
“Company”), and American Stock Transfer & Trust Company, a New York
      corporation, with offices at 59 Maiden Lane, New York, New York 10038 (the
      “Warrant Agent”). 

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 4,600,000 Warrants (“Public Warrants”) to investors in the Public
      Offering, each of such Public Warrants evidencing the right of the holder
      thereof to purchase one share of the Company’s common stock, par value $.0001
      per share (“Common Stock”), for $7.50, subject to adjustment as described herein
      and (ii) 280,000 warrants to Maxim Group LLC (“Maxim” or the “Representative”),
      as representative of the underwriters, or its designees (the “Representative’s
      Warrants”), with each of such Representative’s Warrants evidencing the right of
      the holder thereof to purchase one share of Common Stock for $7.00; and


     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-145901 on Form S-1 (“Registration Statement”), for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Public Warrants and the Common Stock issuable upon
      exercise of the Public Warrants; and 

     

    WHEREAS,
      the Company is issuing 2,600,000 warrants, in a private placement prior to
      the
      Public Offering, which Warrants (the “Private Warrants,” together with the
      Public Warrants and the Representative’s Warrants shall be referred to
      collectively as the “Warrants”) will be identical to the Public Warrants;
      and

     

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


     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and 

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement. 

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    2. Warrants.
      

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, and shall be in substantially
      the form of Exhibit A-1 hereto, the provisions of which are incorporated herein
      and shall be signed by, or bear the facsimile signature of, the Chairman of
      the
      Board or President and Treasurer, Secretary or Assistant Secretary of the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance. 

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof. 

     

    2.3 Registration.
      

     

    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”) for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company. 

     

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

     

    2.4 Trading
      The
      Common Stock and Warrants comprising the Units represented by a Unit certificate
      will begin separate trading ten (10) business days following the earlier to
      occur of the expiration of the underwriters’ over-allotment option in the Public
      Offering or its exercise in full, subject to the Company having filed a Current
      Report on Form 8-K, which includes an audited balance sheet reflecting the
      receipt by the Company of the gross proceeds of the Public Offering including
      the proceeds received by the Company from the exercise of the underwriters’
over-allotment option, if any, and having issued a press release announcing
      when
      such separate trading will begin. 

     

    
      
        
        

      

      
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    3. Terms
      and Exercise of Warrants

     

    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $7.50 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
      to the price per share at which Common Stock may be purchased at the time a
      Warrant is exercised. The Company in its sole discretion may lower the Warrant
      Price at any time prior to the Expiration Date for a period of not less than
      ten
      business days; provided, that any such reduction shall be identical among all
      of
      the Warrants. 

     

    3.2 Duration
      of Warrants.
      A
      Warrant may be exercised only during the period commencing on the later of
      (i)
      the completion by the Company of a Business Combination (as defined below)
      and
      (ii) ___, 2009, (“Exercise Period”) and terminating at 5:00 p.m., New York City
      time on the earlier to occur of (i) ___, 2012, or (ii) the date fixed for
      redemption of the Warrants as provided in Section 6 of this Agreement (as
      applicable, “Expiration Date”). Except with respect to the right to receive the
      Redemption Price (as set forth in Section 6 hereunder), each Warrant not
      exercised on or before the Expiration Date shall become void, and all rights
      thereunder and all rights in respect thereof, whether or not under this
      Agreement, shall cease at the close of business on the Expiration Date. The
      Company in its sole discretion may extend the duration of the Warrants by
      delaying the Expiration Date; provided, however, that the Company will provide
      notice to registered holders of the Warrants of such extension not less than
      20
      days prior to the applicable Expiration Date; provided, further, that any such
      extension shall be identical in duration among all of the Public and Private
      Warrants, as applicable. 

     

    3.3 Exercise
      of Warrants.
      

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full, in lawful money of the United States, by good
      certified check or good bank draft payable to the order of the Company (or
      as
      otherwise agreed to by the Company), the Warrant Price for each full share
      of
      Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock.


     

    
      
        
        

      

      
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    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he is entitled, registered in such name or
      names
      as may be directed by him, her or it, and if such Warrant shall not have been
      exercised in full, a new countersigned Warrant exercisable for the number of
      shares of Common Stock as to which such Warrant shall not have been exercised.
      Notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant and shall have no obligation
      to
      settle any Warrant exercise unless a registration statement under the Act with
      respect to the Common Stock underlying such Warrant is effective, subject to
      the
      Company satisfying its obligations under Section 7.4 to use its best efforts.
      In
      the event a registration statement with respect to the Common Stock underlying
      a
      Warrant is not effective under the Act, the holder of such Warrant shall not
      be
      entitled to exercise such Warrant. Notwithstanding anything to the contrary
      contained in this Warrant Agreement, under no circumstances will the Company
      be
      required to net cash settle the exercise of the Warrants. Warrants may not
      be
      exercised by, or securities issued to, any registered holder in any state in
      which such exercise would be unlawful. As a result of the provisions of this
      Section 3.3.2, any or all of the Warrants may expire unexercised.

     

    3.3.3 Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable. 

     

    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such certificate for shares of Common Stock is issued
      shall for all purposes be deemed to have become the holder of record of such
      shares on the date on which the Warrant was surrendered and payment of the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open. 

     

    3.3.5 Private
      Warrants.
      The
      Private Warrants may not be transferred until the earlier of (i) the
      consummation of a Business Combination (as that term is defined in the
      Registration Statement) or (ii) the Company’s dissolution and
      liquidation.

     

    3.3.6 Warrant
      Solicitation and Warrant Solicitation Fee.

     

    (a)
      The
      Company has engaged Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its
      agent for the solicitation of the exercise of the Public Warrants. The Company,
      at its cost, will (i) assist Maxim with respect to such solicitation, if
      requested by Maxim, and (ii) provide Maxim, and direct the Company’s
      transfer agent and the Warrant Agent to deliver to Maxim, lists of the record
      and, to the extent known, beneficial owners of the Company’s Public Warrants.
      The Company hereby instructs the Warrant Agent to cooperate with Maxim in every
      respect in connection with Maxim’s solicitation activities, including, but not
      limited to, providing to Maxim, at the Company’s cost, a list of record and
      beneficial holders of the Public Warrants and circulating a prospectus or
      offering circular disclosing the compensation arrangements referenced in
      Section 3.3.6(b) below to holders of the Public Warrants at the time of
      exercise of the Public Warrants. In addition to the conditions set forth in
      Section 3.3.6(b), Maxim shall accept payment of the warrant solicitation
      fee provided in Section 3.3.6(b) only if it has provided bona fide services
      to the Company in connection with the exercise of the Public Warrants and only
      to the extent that an investor who exercises his Public Warrants specifically
      designates, in writing, that Maxim solicited his, her or its exercise. In
      addition to soliciting, either orally or in writing, the exercise of Public
      Warrants by a Public Warrant holder, such services may also include
      disseminating information, either orally or in writing, to Public Warrant
      holders about the Company or the market for the Company’s securities, or
      assisting in the processing of the exercise of Public Warrants. 

     

    
      
        
        

      

      
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    (b) In
      each instance in which a Public Warrant is exercised, the Warrant Agent shall
      promptly give written notice of such exercise to the Company and Maxim (“Warrant
      Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than
      one year from the Effective Date, (i) the market price of the Company’s
      Common Stock is greater than the Warrant Price, (ii) disclosure of
      compensation arrangements between the Company and Maxim with respect to the
      solicitation of the exercise of the Public Warrants was made both at the time
      of
      the Public Offering and at the time of exercise (by delivery of the Prospectus
      or as otherwise required by applicable law, rule or regulation), (iii) the
      holder of the Public Warrant confirms in writing that the exercise of the Public
      Warrant was solicited by Maxim, (iv) the Public Warrant was not held in a
      discretionary account, and (v) the solicitation of the exercise of the
      Public Warrant was not in violation of Regulation M (as such rule or any
      successor rule may be in effect as of such time of exercise) promulgated under
      the Securities Exchange Act of 1934, as amended, then the Warrant Agent,
      simultaneously with the distribution of the Common Stock underlying the Public
      Warrants so exercised in accordance with the instructions from the Company
      following receipt of the proceeds to the Company received upon exercise of
      such
      Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the
      Warrant Price to Maxim, provided that Maxim delivers to the Warrant Agent within
      ten (10) business days from the date on which Maxim has received the
      Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in
      the preceding clauses (iii), (iv) and (v) have been satisfied.
      Notwithstanding the foregoing, no fee will be paid to Maxim with respect to
      the
      exercise by the Underwriters or their affiliates or the Company’s officers or
      directors of Public Warrants purchased by it or them and still held by them
      for
      its or their own account. Maxim and the Company may, at any time during business
      hours, examine the records of the Warrant Agent, including its ledger of
      original Public Warrant certificates returned to the Warrant Agent upon exercise
      of Warrants. 

    


    (c)
      The
      provisions of this Section 3.3.6 may not be modified, amended or deleted without
      the prior written consent of Maxim.

    


    4. Adjustments.
      

     

    4.1 Stock
      Dividends Split Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock, or by a split-up of shares of Common Stock,
      or other similar event, then, on the effective date of such stock dividend,
      split-up or similar event, the number of shares of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock. 

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common Stock.
      

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter. 

     

    
      
        
        

      

      
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    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely
      affects the par value of such shares of Common Stock), or in the case of any
      merger or consolidation of the Company with or into another corporation (other
      than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of shares of Common Stock immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented thereby, the kind and amount of shares of stock or other securities
      or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this
      Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other transfers.


     

    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent and the Representatives, which notice shall state the Warrant
      Price resulting from such adjustment and the increase or decrease, if any,
      in
      the number of shares purchasable at such price upon the exercise of a Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Upon the occurrence of any event specified
      in
      Section 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give
      written notice to each Warrant holder, at the last address set forth for such
      holder in the warrant register, of the record date or the effective date of
      the
      event. Failure to give such notice, or any defect therein, shall not affect
      the
      legality or validity of such event. 

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up to the nearest whole number the number of the shares of Common Stock
      to
      be issued to the Warrant holder. 

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant the Company may deem
      appropriate and which does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.


     

    
      
        
        

      

      
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    4.8 Notice
      of Certain Transactions.
      In the
      event the Company shall propose to (a) offer the holders of its Common Stock
      rights to subscribe for or to purchase any securities convertible into shares
      of
      Common Stock or shares of stock of any class or any other securities, rights
      or
      options, (b) issue any rights, options or warrants entitling the holders of
      Common Stock to subscribe for shares of Common Stock or (c) make a tender offer
      or exchange offer with respect to the Common Stock, the Company shall send
      to
      the Warrant holders a notice of such proposed action or offer. Such notice
      shall
      be mailed to the registered holders at their addresses as they appear in the
      Warrant Register, which shall specify the record date for the purposes of such
      dividend, distribution or rights, or the date such issuance or event is to
      take
      place and the date of participation therein by the holders of Common Stock,
      if
      any such date is to be fixed, and shall briefly indicate the effect of such
      action on the Common Stock and on the number and kind of any other shares of
      stock and on other property, if any, and the number of shares of Common Stock
      and other property, if any, issuable upon exercise of each Warrant and the
      Warrant Price after giving effect to any adjustment pursuant to this Article
      4
      which would be required as a result of such action. Such notice shall be given
      as promptly as practicable after the Board of Directors of the Company (the
      “Board”) has determined to take any such action and (x) in the case of any
      action covered by clause (a) or (b) above at least 10 days prior to the record
      date for determining the holders of the Common Stock for purposes of such action
      or (y) in the case of any other such action at least 20 days prior to the date
      of the taking of such proposed action or the date of participation therein
      by
      the holders of Common Stock, whichever shall be the earlier. 

     

    4.9 Other
      Events.
      If any
      event occurs as to which the foregoing provisions of this Article 4 are not
      strictly applicable or, if strictly applicable, would not, in the good faith
      judgment of the Board, fairly and adequately protect the purchase rights of
      the
      registered holders of the Warrants in accordance with the essential intent
      and
      principles of such provisions, then the Board shall make such adjustments in
      the
      application of such provisions, in accordance with such essential intent and
      principles, as shall be reasonably necessary, in the good faith opinion of
      the
      Board, to protect such purchase rights as aforesaid. 

     

    5. Transfer
      and Exchange of Warrants. 

     

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

     

    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, in the event a Warrant surrendered for transfer
      bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
      and
      issue new Warrants in exchange therefor until the Warrant Agent has received
      an
      opinion of counsel for the Company stating such transfer may be made and
      indicating whether the new Warrants must also bear a restrictive legend.


     

    
      
        
        

      

      
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    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant. 

     

    5.4 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants. 

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose. 

     

    6. Redemption.
      

     

    6.1 Redemption.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
      (“Redemption Price”), provided that the last sales price of the Common Stock has
      been at least $14.25 per share, on each of twenty (20) trading days within
      any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given and provided that the Warrants
      and
      shares of Common Stock underlying the Warrants are covered by a registration
      statement that is effective under the Act. Because redemption is at the option
      of the Company and because such redemption is subject to conditions, any or
      all
      of the Warrants may expire unredeemed. The provisions of this Section 6.1 may
      not be modified, amended or deleted without the prior written consent of the
      Representatives. 

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the registration books.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice. 

     

    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2 hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price. 

     

    
      
        
        

      

      
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    6.4 Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants and only during the Exercise Period. To
      the
      extent a person holds rights to purchase Warrants, such purchase rights shall
      not be extinguished by redemption. However, once such purchase rights are
      exercised, the Company may redeem the Warrants issued upon such exercise
      provided that the criteria for redemption is met, including the opportunity
      of
      the Warrant holder to exercise prior to redemption pursuant to Section 6.3.
      The
      provisions of this Section 6.4 may not be modified, amended or deleted without
      the prior written consent of the Representatives. 

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants. 

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other matter.
      

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone. 

     

    7.3 Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this Agreement.
      

     

    7.4 Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      use its best efforts to prepare and file with the Securities and Exchange
      Commission a post-effective amendment to the Registration Statement, or a new
      registration statement, for the registration, under the Act, of all shares
      of
      Common Stock issuable upon exercise of the Warrants, and it shall use its best
      efforts to take such action as is necessary to qualify for sale in those states
      in which the Warrants were initially offered by the Company and the Common
      Stock
      issuable upon exercise of the Warrants. In either case, the Company will use
      its
      best efforts to cause the same to become effective on or prior to the
      commencement of the Exercise Period and use its best efforts to maintain the
      effectiveness of such registration statement until the expiration of the
      Warrants in accordance with the provisions of this Agreement; provided, however,
      that the Company shall not be obligated to deliver securities and shall not
      have
      penalties for failure to deliver securities, if a registration statement is
      not
      effective at the time of exercise by the holder. The provisions of this
      Section 7.4 may not be modified, amended or deleted without the prior
      written consent of the Representatives. In addition, the Company agrees to
      use
      its best efforts to register such securities under the blue sky laws of the
      states of residence of the exercising warrant holders to the extent an exemption
      is not available.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8. Concerning
      the Warrant Agent and Other Matters. 

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares. 

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.
      

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations. 

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the Representatives and the predecessor Warrant Agent and
      the
      transfer agent for the Common Stock not later than the effective date of any
      such appointment. 

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act on the part of the Company or
      the
      Warrant Agent. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.3 Fees
      and Expenses of Warrant Agent.
      

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder. 

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this Agreement.
      

     

    8.4 Liability
      of Warrant Agent.
      

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the President or Chairman of the Board
      of
      the Company and delivered to the Warrant Agent. The Warrant Agent may rely
      upon
      such statement for any action taken or suffered in good faith by it pursuant
      to
      the provisions of this Agreement. 

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith. 

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any representation or warranty as to the authorization or reservation of any
      shares of Common Stock to be issued pursuant to this Agreement or any Warrant
      or
      as to whether any shares of Common Stock will when issued be valid and fully
      paid and nonassessable. 

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of Common Stock through
      the exercise of Warrants. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9. Miscellaneous
      Provisions. 

     

    9.1 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns. 

     

    9.2 Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as follows:


     

    China
      Resources Ltd.

    Shen
      Zhen
      China Jia Yue Trading Co., Ltd.

    Room
      921,
      Block A, Golden Central Tower, Jintian Road

    Futian
      District, Shenzhen, P.R. China

    Attn:
      Fuzu Zeng, President and Chief Executive Officer 

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service five days after deposit of such
      notice, postage prepaid, addressed (until another address is filed in writing
      by
      the Warrant Agent with the Company), as follows: 

     

    American
      Stock Transfer & Trust Company 

    59
      Maiden
      Lane

    New
      York,
      New York 10038 

    Attn:
      Compliance Department 

     

    with
      a
      copy in each case to: 

     

    Eaton
      & Van Winkle LLP

    Three
      Park Avenue, 16th
      floor

    New
      York,
      New York 10016

    Attn:
      Vincent J. McGill, Esq. 

    


    and
      

     

    Ellenoff
      Grossman & Schole LLP 

    370
      Lexington Avenue 

    New
      York,
      New York 10017 

    Attn:
      Douglas S. Ellenoff, Esq. 

     

    and
      

     

    Maxim
      Group LLC 

    405
      Lexington Avenue 

    New
      York,
      New York 10174 

    Attn:
      Clifford A. Teller, Managing Director 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9.3 Applicable
      Law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company hereby agrees that any action,
      proceeding or claim against it arising out of or relating in any way to this
      Agreement shall be brought and enforced in the courts of the State of New York
      or the United States District Court for the Southern District of New York,
      and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenience forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim. 

     

    9.4 Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the registered
      holders of the Warrants and, for the purposes of Sections 2.4, 3.3.5, 3.3.6,
      6.1, 6.4, 7.4, 9.2 and 9.8 hereof, the Representatives, any right, remedy,
      or
      claim under or by reason of this Warrant Agreement or of any covenant,
      condition, stipulation, promise, or agreement hereof. The Representatives shall
      be deemed to be a third-party beneficiary of this Agreement with respect to
      Sections 2.4, 3.3.5, 3.3.6, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All covenants,
      conditions, stipulations, promises, and agreements contained in this Warrant
      Agreement shall be for the sole and exclusive benefit of the parties hereto
      (and
      the Representatives with respect to the Sections 2.4, 3.3.5, 3.3.6, 6.1, 6.4,
      7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the registered
      holders of the Warrants. Sections 3.3.6 and 9.4 shall not be modified or amended
      without the prior written consent of the Representative. 

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.


     

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

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof. 

     

    9.8 Amendments.
      This
      Agreement may be amended by the parties hereto without the consent of any
      registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the registered holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of each of the Representatives and the registered holders of a majority of
      the
      then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
      the Warrant Price or extend the duration of the Exercise Period in accordance
      with Sections 3.1 and 3.2, respectively, without such consent. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    9.9 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    (Remainder
      of the document intentionally left blank. Signature page to
      follow)

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written. 

     

    
      	 	 	 	 	 	 	 	 	 
	
              Attest:

            	
                

            	 	
                

            	 	
               

            	
              CHINA
                RESOURCES LTD.

            
	 	 	 	 
	
               

            	
                

            	 	
               

            	
              By:

            	
               

            	
               

            
	 	
                

            	 	
                

            	 	
               

            	
              Name:

              Title:

            	
               

            	
              Fuzu
                Zeng

              President
                and Chief Executive Officer

            
	 	 	 	 
	
              Attest:

            	
                

            	 	
                

            	 	
               

            	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 	 	 
	
               

            	
                

            	 	
               

            	
              By:

            	
               

            	
               

            
	 	 	 	 	
              Name:

              Title:

            	 	
              ______________

              ______________

            


    

    


    
      
        
        

      

      
        15