EXECUTION
        VERSION

    

     

      
        

      

    

     

    CHINA
      MOBILE MEDIA TECHNOLOGY INC.

     

    SIX-YEAR
      WARRANTS TO PURCHASE

    SHARES
      OF
      COMMON STOCK

     

    WARRANT
      AGREEMENT

     

    DATED
      AS
      OF DECEMBER 28, 2007

     

    THE
      HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED,

     

    as
      Warrant Agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      WARRANT AGREEMENT, dated as of December 28, 2007 (the “Agreement”),
      between China Mobile Media Technology Inc., a Nevada corporation (the
“Company”)
      and
      The Hongkong and Shanghai Banking Corporation Limited, as warrant agent (the
      “Warrant
      Agent”).

     

    RECITALS

     

    WHEREAS,
      the Company proposes to issue warrants (each a “Warrant” and
      collectively, the “Warrants”) to
      initially purchase up to an aggregate of 12,000,000 shares of the Company’s
      Common Stock, par value $.001 (the “Common
      Stock”, with
      the
      Common Stock issuable upon exercise of the Warrants being referred to herein
      as
      the “Warrant
      Shares”),
      in
      connection with the offering by Magical Insight Investments Limited (“Magical”),
      a
      British
      Virgin Islands corporation and wholly-owned subsidiary of the Company, of up
      to
      an aggregate of RMB 150,000,000 principal amount of Guaranteed Senior Notes
      due
      2014 (each, a “Note”,
      and
      collectively, the “Notes”) pursuant
      to that certain Indenture, dated as of January 10, 2008 (the “Indenture”),
      between
      Magical, each of the Guarantors specified therein and The Hongkong and Shanghai
      Banking Corporation Limited, as trustee.

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing so to act in connection with the issuance of Warrant
      Certificates (as defined) and other matters as provided herein.

     

    AGREEMENT

     

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

     

    
      	SECTION
              1.	
              CERTAIN
                DEFINITIONS

            


    

     

    As
      used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Affiliate”
      of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For purposes of this definition, “control,” as used with respect to any
      Person, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management or policies of such Person, whether
      through the ownership of voting securities, by agreement or otherwise. For
      purposes of this definition, the terms “controlling,” “controlled by” and “under
      common control with” have correlative meanings.

     

    “Board
      of Directors” means
      the
      board of directors of the corporation or any committee thereof duly authorized
      to act on behalf of such Board of Directors.

     

    “Business
      Day” means
      a
      day other than a Saturday or Sunday and means any day that is neither a legal
      holiday nor a day on which banking institutions are authorized or required
      by
      law or regulation (including any executive order) to close in either the city
      of
      New York, Hong Kong or London.

     

    “Cashless
      Exercise Ratio” has
      the
      meaning set forth in Section 4(a).

     

    “Clearstream” means
      Clearstream Banking, société anonyme, Luxembourg, and its
      successors.

     

    “Commission” means
      the
      U.S. Securities and Exchange Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Depositary” means,
      with respect to the Warrants issuable or issued in whole or in part in global
      form, the Person specified in Section
      3.3
      hereof
      as the Common Depositary with respect to the Warrants, and any and all
      successors thereto appointed as Common Depositary hereunder and having become
      such pursuant to the applicable provision of this Agreement.

     

    “Common
      Stock” has
      the
      meaning set forth in the Recitals.

     

    “Common
      Stock Equivalents” means
      Common Stock and all shares of Common Stock issuable upon conversion, exercise
      or exchange of all options, warrants or other securities convertible into or
      exercisable or exchangeable for shares of Common Stock or other securities
      of
      the Company that are convertible into or exercisable or exchangeable for shares
      of Common Stock.

     

    “Company” has
      the
      meaning set forth in the Recitals.

     

    “Definitive
      Warrants” has
      the
      meaning specified in Section
      3.5.

     

    “Distribution
      Compliance Period” means
      the
      period ending on the first anniversary of the date hereof.

     

    “Equity
      Registration Rights Agreement” means
      that certain Equity Registration Rights Agreement, dated as of January 10,
      2008,
      by and among the Company, and the purchasers of the Warrants relating to the
      Warrant Shares.

     

    “Euroclear” means
      Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its
      successors.

     

    “Exchange
      Act” means
      the
      U.S. Securities Exchange Act of 1934, as amended.

     

    “Exercise
      Period” has
      the
      meaning set forth in Section
      4(a).

     

    “Exercise
      Price” means
      the
      applicable amount set forth in the form of Warrant Certificate attached hereto
      as Exhibit
      A,
      as
      adjusted as herein provided, and which is initially equal to $2.00 per share
      on
      the date hereof. The Exercise Price shall be subject to a contingent downward
      price adjustment on the six month anniversary of the date hereof and upon the
      expiration of each subsequent six month period (each, a “Reset
      Date”), such
      that
      if the volume weighted average closing price per share of Common Stock for
      the
      20-trading day period immediately prior to the applicable Reset Date is less
      than the then applicable Exercise Price (such lower volume weighted average
      closing price, the “Reset
      Exercise Price”), the
      Exercise Price shall automatically be changed to the Reset Exercise Price;
      provided,
      however, that
      notwithstanding the foregoing, in no event shall the Reset Exercise Price be
      less than $1.00 per share (as adjusted proportionally for stock dividends,
      stock
      splits, combinations, recapitalizations and the like).

     

    In
      all
      cases, the Exercise Price shall also be subject to adjustment from time to
      time
      in accordance with Section
      8
      below.

     

    “Global
      Warrants” has
      the
      meaning specified in Section
      3.1.

     

    “Holders”
      or
      “holder”
      means
      the
      registered holders or registered holder of the Warrants.

     

    “Indenture” has
      the
      meaning set forth in the Recitals.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Market
      Value” for
      each
      share of Common Stock, as of any date, shall equal:

     

    (i) if
      the
      Common Stock is primarily traded on a securities exchange, the volume weighted
      average closing price per share of Common Stock for the 20-trading day period
      immediately prior to the applicable date of determination,

     

    (ii) if
      the
      principal market for the Common Stock is in the over-the-counter market, the
      volume weighted average closing price per share of Common Stock for the
      20-trading day period immediately prior to the applicable date of the
      determination, as published by the applicable trading organization,
      and

     

    (iii) if
      neither clause (i) nor clause (ii) is applicable, the fair market value on
      the
      date of determination of the Common Stock, as determined in good faith by the
      Board of Directors of the Company based on a written opinion of an
      internationally recognized investment banking, appraisal or valuation firm
      that
      is (A) acceptable in writing to a majority of the then outstanding holders
      of
      the Warrants (excluding the warrants held by the Company or any of its
      Affiliates) and (B) not an Affiliate of the Company.

     

    “Note”
      and
      “Notes”
      have
      the
      meanings set forth in the Recitals.

     

    “Officer” means,
      with respect to the Company, the Chief Executive Officer, the President, the
      Chief Financial Officer or any Executive Vice President.

     

    “Opinions
      of Counsel” means
      an
      opinion from legal counsel of recognized standing which meets the requirements
      of Section
      11.04
      of the
      Indenture.

     

    “Participant” means,
      with respect to Euroclear or Clearstream, a Person who has an account with
      Euroclear or Clearstream.

     

    “Person”
      means
      any
      individual, corporation, partnership, joint venture, association, joint-stock
      company, trust, unincorporated organization, limited liability company or
      government or other entity.

     

    “PRC”
      means
      the
      People’s Republic of China, exclusive of Macau, Hong Kong and
      Taiwan.

     

    “Regulation
      S” means
      Regulation S under the Securities Act.

     

    “Rule
      144A” means
      Rule 144A promulgated under the Securities Act. 

     

    “Securities
      Act” means
      the
      U.S. Securities Act of 1933, as amended.

     

    “Short
      Sales” shall
      include all “short sales” as defined in Rule 200 of Regulation SHO under the
      Exchange Act.

     

    “Transfer
      Agent” has
      the
      meaning set forth in Section
      6(b).

     

    “U.S.”
      means
      the
      United States of America, its states, territories and possessions.

     

    “Warrant” and
      “Warrants” have
      the
      meanings set forth in the Recitals.

     

    “Warrant
      Agent” has
      the
      meaning set forth in the Recitals.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Warrant
      Certificate”
      has
      the
      meaning set forth in Section 3.1.

     

    “Warrant
      Countersignature Order”
      has
      the
      meaning set forth in Section
      3.2.

     

    “Warrant
      Expiration Date”
      is
      June
      30, 2014.

     

    “Warrant
      Register” has
      the
      meaning set forth in Section
      3.3.

     

    “Warrant
      Registrar”
      has
      the
      meaning set forth in Section
      3.3.

     

    “Warrant
      Shares” has
      the
      meaning set forth in the Recitals and shall initially be an aggregate of
      12,000,000 shares of Common Stock; provided,
      however, that
      if,
      at any time and from time to time commencing from January 1, 2008, the Company
      issues to its directors, officers and Affiliates additional Common Stock
      Equivalents (the “Extra
      Management Shares”), then,
      as
      a result of the issuance of such Extra Management Shares by the Company, the
      aggregate number of Warrant Shares issuable under this Warrant Agreement shall
      automatically be increased by such number of shares of Common Stock equal to
      the
      product of (i) the Extra Management Shares issued by the Company multiplied
      by
      (ii) 7.5%; provided
      further that
      the
      number of Warrant Shares shall be subject to further adjustment from time to
      time in accordance with Section
      8
      below.

     

    
      	SECTION
              2.	
              APPOINTMENT
                OF WARRANT AGENT.

            


    

     

    The
      Company hereby appoints the Warrant Agent to act as agent for the Company in
      accordance with the instructions set forth hereinafter in this Agreement and
      the
      Warrant Agent hereby accepts such appointment.

     

    
      	SECTION
              3.	
              ISSUANCE
                OF WARRANTS; WARRANT
                CERTIFICATES

            


    

     

    
      	 	
              3.1

            	
              FORM
                AND DATING.

            


    

     

    (a) General.

     

    The
      Warrants and the Warrant Shares may have notations, legends or endorsements
      required by law, stock exchange rule or usage, and which, if required, will
      be
      provided by the Company to the Warrant Agent in writing. Each Warrant shall
      be
      dated the date of the countersignature.

     

    The
      terms
      and provisions contained in the Warrants shall constitute, and are hereby
      expressly made, a part of this Agreement. The Company and the Warrant Agent,
      by
      their execution and delivery of this Agreement, expressly agree to such terms
      and provisions and to be bound thereby. However, to the extent any provision
      of
      any Warrant conflicts with the express provisions of this Agreement, the
      provisions of this Agreement shall govern and be controlling.

     

    (b) Form
      of the Warrants

     

    The
      Warrants shall be issued initially in the form of global warrants (each a
“Global
      Warrant”).
      Global Warrants shall be substantially in the form of Exhibit
      A
      attached
      hereto (including the Global Warrant Legend and the Regulation S Legend thereon
      and the “Schedule of Exchanges of Interests in the Global Warrant” attached
      thereto). Definitive Warrants, once issued pursuant to Section
      3.5(a),
      shall be
      substantially in the form of Exhibit
      A
      attached
      hereto, but without the Global Warrant Legend thereon and without the “Schedule
      of Exchanges of Interests in the Global Warrant” attached thereto (the
      certificates of the Definitive Warrants, together with the certificate of the
      Global Warrant, each a “Warrant
      Certificate”).
      Each
      Global Warrant shall represent such of the outstanding Warrants as shall be
      specified therein and each shall provide that it shall represent the number
      of
      outstanding Warrants from time to time endorsed thereon and that the number
      of
      outstanding Warrants represented thereby may from time to time be reduced or
      increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
      of a Global Warrant to reflect the amount of any increase or decrease in the
      number of outstanding Warrants represented thereby shall be made by the Warrant
      Agent in accordance with instructions given by the holder thereof as required
      by
Section
      3.5
      hereof. Each Global Warrant shall be deposited with the Common Depositary,
      which
      shall hold such Global Warrant in safe custody for the account of Euroclear
      and/or Clearstream and instruct Euroclear or Clearstream or both of them, as
      the
      case may be, to credit the number of Warrants represented by such Global Warrant
      to the holder’s distribution account with Euroclear or Clearstream. If at any
      time the Common Depositary notifies the Company in writing that it is unwilling
      or unable to discharge properly its responsibilities, or if at any time it
      is no
      longer eligible to act as the depositary for the Global Warrants, a successor
      common depositary shall be appointed.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) Euroclear
      and Clearstream Procedures Applicable.

     

    The
      provisions of the “Operating Procedures of the Euroclear System” and “Terms and
      Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
      Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable
      to transfers of beneficial interests in the Global Warrants that are held by
      Participants through Euroclear or Clearstream.

     

    
      	 	
              3.2

            	
              EXECUTION

            


    

     

    An
      Officer shall sign the Warrants on behalf of the Company by manual or facsimile
      signature and deliver the executed Warrants to the Trustee for countersignature,
      accompanied by a written order of the Company signed by an Officer of the
      Company (a “Warrant
      Countersignature Order”) specifying
      the number of Warrants to be countersigned and the date on which the Warrants
      are to be countersigned and other information the Company may determine to
      include or the Warrant Agent may reasonably request.

     

    Upon
      the
      execution and the delivery of this Agreement, the Company shall furnish, and
      from time to time thereafter may furnish, to the Warrant Agent, a certificate
      substantially in the form of Exhibit
      C
      (an
“Authorization
      Certificate”) identifying
      and certifying the incumbency and specimen (or facsimile) signatures of the
      Officers. Until the Warrant Agent receives a subsequent Authorization
      Certificate, the Warrant Agent shall be entitled to conclusively rely on the
      last Authorization Certificate delivered to it for purposes of determining
      the
      Officers.

     

    If
      the
      Officer whose signature is on a Warrant no longer holds that office at the
      time
      a Warrant is countersigned, the Warrant shall nevertheless be
      valid.

     

    A
      Warrant
      shall not be valid until countersigned by the manual signature of the Warrant
      Agent. The signature shall be conclusive evidence that the Warrant has been
      properly countersigned under this Agreement.

     

    The
      Warrant Agent shall, upon receipt of a Warrant Countersignature Order,
      countersign Warrants for original issue up to the number stated in the preamble
      hereto.

     

    The
      Warrant Agent may appoint an agent acceptable to the Company to countersign
      Warrants. Such an agent may countersign Warrants whenever the Warrant Agent
      may
      do so. Each reference in this Agreement to a countersignature by the Warrant
      Agent includes a countersignature by such agent. Such an agent has the same
      rights as the Warrant Agent to deal with the Company or an Affiliate of the
      Company and the benefit of all rights and indemnities available to the Warrant
      Agent in respect of the countersignature of Warrants hereunder.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.3

            	
              WARRANT
                REGISTRAR AND COMMON
                DEPOSITARY

            


    

     

    The
      Company shall maintain an office or agency where Warrants may be presented
      for
      registration of transfer or for exchange (“Warrant
      Registrar”).
      The
      Warrant Registrar shall keep a register of the Warrants and of their
      registration of transfer and exchange (the “Warrant
      Register”).
      The
      Company may appoint one or more co-Warrant Registrars. The term “Warrant
      Registrar” includes any co-Warrant Registrar. The Company may change any Warrant
      Registrar without notice to any holder. The Company shall notify the Warrant
      Agent in writing of the name and address of any agent not a party to this
      Agreement. If the Company fails to appoint or maintain another entity as Warrant
      Registrar, the Warrant Agent shall act as such. The Company or any of its
      subsidiaries may act as Warrant Registrar.

     

    The
      Company initially appoints the Warrant Agent to act as the Warrant Registrar
      with respect to the Global Warrants.

     

    The
      Company initially appoints the Warrant Agent to act as Common Depositary with
      respect to the Global Warrants.

     

    
      	 	
              3.4

            	
              HOLDER
                LISTS

            


    

     

    The
      Warrant Registrar shall preserve in as current a form as is reasonably
      practicable the most recent list available to it of the names and addresses
      of
      all holders of Warrants. If the Warrant Agent is not the Warrant Registrar,
      the
      Company shall promptly furnish (or arrange to have furnished) to the Warrant
      Agent at such times as the Warrant Agent may request in writing, a list in
      such
      form and as of such date as the Warrant Agent may reasonably require of the
      names and addresses of the holders.

     

    
      	 	
              3.5

            	
              TRANSFER
                AND EXCHANGE

            


    

     

    (a) In
      accordance with the terms of this Agreement, the Warrant Agent shall at the
      cost
      of the Company, make available for collection at the specified office of the
      Warrant Agent, upon not less than 45 days’ notice to the Warrant Agent by
      Euroclear or Clearstream, the relevant Warrants in definitive form (“Definitive
      Warrants”) in
      exchange for interests in such Global Warrant. For this purpose, the Warrant
      Agent is authorized and it shall, upon receipt of a Warrant Countersignature
      Order, (A) countersign each such Definitive Warrant and (B) deliver each such
      Definitive Warrant to or to the order of Euroclear or Clearstream, in exchange
      for interests in such Global Warrant. The Warrant Agent shall promptly notify
      the Company upon receipt of a request for issue of Definitive Warrants the
      aggregate number of Warrants represented by the relevant Global Warrant to
      be
      exchanged in connection therewith. The Company undertakes to deliver to, or
      to
      the order of, the Warrant Agent sufficient numbers of duly executed Definitive
      Warrants to enable the Warrant Agent to comply with its obligations under this
      Section
      3.5(a).
      Transfer of a Global Warrant by the Common Depositary to another shall be
      limited to transfer of such Global Warrant in whole, but not in part, to
      nominees of Euroclear or Clearstream, to a successor of Euroclear or
      Clearstream, such successor’s nominee, or such depositary other than the Common
      Depositary (or its nominee) as the Company may designate. Notwithstanding the
      above, interests in a Global Warrant shall be exchangeable in whole (but not
      in
      part) at the cost of the Company for Definitive Warrants if either Euroclear
      or
      Clearstream or any other relevant clearing system ceases to operate as a
      clearing system for 14 consecutive days (other than by reason of public holiday)
      or announces an intention to permanently cease business and it shall not be
      practicable to transfer the relevant Warrants to another clearing system within
      90 days.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b) Until
      a
      Global Warrant has been exchanged for a Definitive Warrant, no holder of any
      interest in any Global Warrant except the registered holder shall be entitled
      to
      any rights as a holder or any benefits under this Agreement. Once exchanged,
      a
      Global Warrant shall be canceled and disposed of by the Warrant Agent in
      accordance with its customary procedures.

     

    (c) The
      Warrant Agent shall cause all Global Warrants and Definitive Warrants delivered
      to it and held by it hereunder to be maintained in safe custody in accordance
      with this Section
      3.5,
      and
      shall ensure that such Warrants are issued only in accordance with the
      provisions of this Agreement.

     

    (d) The
      Warrant Agent shall be entitled to treat a facsimile communication from a person
      purporting to be (and who the Warrant Agent believes in good faith to be) the
      authorized representative of the Company, named in the last Authentication
      Certificate furnished to the Warrant Agent, as sufficient instructions and
      authority of the Company for the Warrant Agent to act in accordance with this
      Section
      3.5.

     

    (e) Title
      to
      the Definitive Warrants shall pass by notation on the Warrant Register. However,
      title to Warrants issued in the form of Global Warrants held through Euroclear
      and Clearstream shall be transferable only in accordance with the rules and
      procedures of Euroclear and Clearstream, as appropriate.

     

    (f) General
      Provisions Relating to Transfers and Exchanges

     

    (1) To
      permit
      registrations of transfers and exchanges, the Company shall execute and the
      Warrant Agent shall, upon receipt of a Warrant Countersignature Order,
      countersign Global Warrants and Definitive Warrants.

     

    (2) The
      Company hereby agrees and instructs the Warrant Agent that the Warrant Registrar
      shall not register the proposed transfer of any beneficial interest in, or
      proposed exercise of any right in, any Warrant, unless the Warrant Registrar
      shall have first received certification in the form of Exhibit
      B
      hereto
      that such transfer or exercise is made in accordance with the provisions of
      Regulation S.

     

    (3) The
      Warrant Register shall be in written form in the English language and shall
      include a record of the certificate number of each Warrant issued, and shall
      show the number of Warrants, the date of issue, all subsequent transfer and
      changes of ownership in respect thereof and the names, tax identifying numbers
      (if relevant to a specific holder) and addresses of the holders.

     

    (4) The
      Warrant Registrar shall at all reasonable times during office hours make the
      Warrant Register available to the Company, the Warrant Agent, the holders of
      Warrants or any person authorized by the Company in writing for inspection
      and
      at the expense of the person making such request, for the taking of copies
      thereof or extracts therefrom, and at the expense of the Company, the Warrant
      Registrar shall deliver to such persons all lists of holders of Warrants, their
      addresses, number of holdings and other details as they may reasonably
      request.

     

    (5) The
      Warrant Registrar shall only register the transfer of an interest in a Warrant
      if the requested transfer is (i) being made by a person who has provided the
      Warrant Registrar with a certification in the form of Exhibit
      B
      hereto
      or (ii) pursuant to an effective registration statement under the Securities
      Act
      with certification to that effect from such holder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (6) No
      service charge shall be made to a holder of a beneficial interest in a Global
      Warrant or to a holder of a Definitive Warrant for any registration of transfer
      or exchange, but the Company or the Warrant Agent may require payment of a
      sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith and may require that a Person receiving Definitive Warrants bear
      the
      cost of insurance, postage, transportation and the like in the event that such
      Person does not receive such Definitive Warrants in person at the offices of
      the
      Warrant Agent or Warrant Registrar.

     

    (7) All
      Global Warrants and Definitive Warrants issued upon any registration of transfer
      or exchange of Global Warrants or Definitive Warrants shall be the duly
      authorized, executed and issued warrants for Common Stock of the Company, not
      subject to any preemptive rights, and entitled to the same benefits under this
      Agreement, as the Global Warrants or Definitive Warrants surrendered upon such
      registration of transfer or exchange.

     

    (8) Prior
      to
      due presentment for the registration of a transfer of any Warrant, the Warrant
      Agent, and the Company may deem and treat the Person in whose name any Warrant
      is registered as the absolute owner of such Warrant for all purposes and none
      of
      the Warrant Agent, Warrant Registrar or the Company shall be affected by notice
      to the contrary.

     

    (9) The
      Warrant Agent shall countersign Global Warrants and Definitive Warrants in
      accordance with the provisions of Section
      3.2
      hereof.

     

    (g) Facsimile
      Submissions to Warrant Agent

     

    All
      certifications, certificates and Opinions of Counsel required to be submitted
      to
      the Warrant Registrar or Warrant Agent pursuant to this Section
      3.5
      to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

     

    Notwithstanding
      anything herein to the contrary, as to any certificates and/or certifications
      delivered to the Warrant Registrar or the Warrant Agent pursuant to this
Section
      3.5,
      the
      Warrant Registrar’s and the Warrant Agent’s duties shall be limited to
      confirming that any such certifications and certificates delivered to it are
      in
      the form of Exhibit
      B
      attached
      hereto. The Warrant Registrar or the Warrant Agent shall not be responsible
      for
      confirming the truth or accuracy of representations made in any such
      certifications or certificates and Warrant Agent. As to any Opinions of Counsel
      delivered pursuant to this Section
      3.5,
      the
      Warrant Registrar and Warrant Agent may conclusively rely upon, and be fully
      protected in relying upon, such opinions.

     

    
      	 	
              3.6

            	
              REPLACEMENT
                WARRANTS

            


    

     

    If
      any
      mutilated Warrant is surrendered to the Warrant Agent or the Company and the
      Warrant Agent receives evidence to its satisfaction of the destruction, loss
      or
      theft of any Warrant, the Company shall issue and the Warrant Agent, upon
      receipt of a Warrant Countersignature Order, shall countersign a replacement
      Warrant if the Warrant Agent’s requirements are met. The holder of such Warrant
      shall (i) provide security or indemnity to the Company, the Warrant Agent or
      any
      agent of the Company or the Warrant Agent as may be required by each of them
      to
      indemnify and hold each of them harmless from any loss that any of them may
      suffer in connection with such replacement; and (ii) reimburse the Company
      and
      the Warrant Agent or any of their agents, as the case may be, for their
      reasonable expenses in connection with such replacement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Every
      replacement Warrant is an additional warrant of the Company and shall be
      entitled to all of the benefits of this Agreement equally and proportionately
      with all other Warrants duly issued hereunder.

     

    
      	 	
              3.7

            	
              TEMPORARY
                WARRANTS

            


    

     

    Until
      certificates representing Warrants are ready for delivery, the Company may
      prepare and the Warrant Agent, upon receipt of a Warrant Countersignature Order,
      shall issue temporary Warrants. Temporary Warrants shall be substantially in
      the
      form of certificated Warrants but may have variations that the Company considers
      appropriate for temporary Warrants and as shall be reasonably acceptable to
      the
      Warrant Agent. Without unreasonable delay, the Company shall prepare and the
      Warrant Agent shall, upon receipt of a Warrant Countersignature Order,
      countersign Definitive Warrants in exchange for temporary Warrants.

     

    Holders
      of temporary Warrants shall be entitled to all of the benefits of this
      Agreement.

     

    
      	 	
              3.8

            	
              CANCELLATION

            


    

     

    The
      Company and the Warrant Registrar shall deliver to the Warrant Agent any
      Warrants surrendered to them for registration of transfer, exchange, replacement
      or exercise. The Warrant Agent and no one else shall cancel all Warrants
      surrendered for registration of transfer, exchange, exercise, replacement or
      cancellation and shall dispose of canceled Warrants (subject to the record
      retention requirement of the Exchange Act) in accordance with its customary
      procedures. Upon the Company’s written request, certification of the disposition
      of all cancelled Warrants shall be delivered to the Company. The Company may
      not
      issue new Warrants to replace Warrants that have been exercised or that have
      been delivered to the Warrant Agent for cancellation.

     

    
      	SECTION
              4.	
              SEPARATION
                OF WARRANTS; EXERCISE OF WARRANTS; TERMS OF
                WARRANTS

            


    

     

    (a) The
      Notes
      and Warrants will be separately transferable from the date hereof. Subject
      to
      the terms of this Agreement, each holder of Warrants shall have the right,
      which
      may be exercised during the period commencing at the opening of business on
      the
      date hereof and until 11:59 pm, Hong Kong time, on the Warrant Expiration Date
      (the “Exercise
      Period”),
      to
      receive from the Company the number of fully paid and non-assessable Warrant
      Shares which the holder may at the time be entitled to receive on exercise
      of
      such Warrants and payment of the applicable Exercise Price then in effect
      (subject to sub-clause (f) below) (i) in cash, by wire transfer or by certified
      or official bank check payable to the order of the Company, (ii) by tendering
      Notes having a principal amount of premium, interest and other amounts actually
      outstanding at the time of tender equal to the applicable Exercise Price then
      in
      effect, (iii) by tendering Warrants as set forth below or (iv) any combination
      of cash, Notes or Warrants. Each
      holder may elect, upon exercise of its Warrants during the Exercise Period,
      to
      receive Warrant Shares on a net basis, such that, without the exchange of any
      funds and in satisfaction of and without any obligation to pay the Exercise
      Price, the holder will receive such number of Warrant Shares as shall equal
      the
      product of (A) the number of Warrant Shares for which such Warrant is
      exercisable as of the date of exercise (if the Exercise Price were being paid
      in
      cash) and (B) the Cashless Exercise Ratio. The “Cashless
      Exercise Ratio” shall
      be
      calculated by the Company and shall equal a fraction the numerator of which
      is
      the Market Value per share of Common Stock minus the applicable Exercise Price
      per share as of the date of exercise and the denominator of which is the Market
      Value per share on the date of exercise. Exercise of the Warrants shall be
      for
      delivery of Warrant Shares, and under no circumstance shall the Company be
      obligated to pay or settle the exercise of Warrants; provided,
      however, that
      the
      Company may pay for fractional interests as set forth in Section
      9.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) Each
      Warrant not exercised prior to 11:59 p.m., Hong Kong time, on the Warrant
      Expiration Date shall become void and all rights thereunder and all rights
      in
      respect thereof under this Agreement shall cease as of such time. The Warrant
      Agent shall have (i) no obligation to calculate the Cashless Exercise Ratio
      and
      (ii) no responsibility for making any allocation between items (i) through
      (iv)
      in Section
      4(a)
      above.
      No adjustments as to dividends will be made upon exercise of the
      Warrants.

     

    (c) In
      order
      to exercise all or any of the Warrants represented by a Warrant Certificate,
      (i)
      in the case of a Definitive Warrant, the holder thereof must surrender upon
      exercise the Warrant Certificate to the Company before 11:59 p.m., Hong Kong
      time on any Business Day prior to the Warrant Expiration Date, at the corporate
      trust office of the Warrant Agent set forth in Section
      15
      hereof
      during normal business hours of the Warrant Agent and (ii) in the case of a
      book-entry interest in a Global Warrant, the exercising Participant whose name
      appears on a securities position listing of Euroclear or Clearstream as the
      holder of such book-entry interest must comply with Euroclear or Clearstream’s
      procedures relating to the exercise of such book-entry interest in such Global
      Warrant. In each of (i) and (ii), the holder of the Warrants shall execute
      the
      form of election to purchase attached to the Warrant Certificate, and upon
      receipt of such executed form, the Warrant Agent shall promptly, but in no
      event
      later than two (2) Business Days following receipt thereof, notify the Company
      and deliver a copy of such form election to purchase. In the event of exercise
      via tender of Notes, the Company shall be solely responsible for calculating
      any
      interest or other amounts owing thereunder, and the Warrant Agent shall have
      no
      responsibility to make any such calculation.

     

    (d) Subject
      to the provisions of Section
      5
      hereof,
      upon compliance with clause (c) above, the Company shall deliver or cause to
      be
      delivered with all reasonable dispatch, to or to the written order of the holder
      and in such name or names as the holder may designate, a certificate or
      certificates for the number of whole Warrant Shares issuable upon the exercise
      of such Warrants or other securities or property to which such holder is
      entitled hereunder, together with cash as provided in Section
      9
      hereof;
provided
      that
      if
      any consolidation, merger or lease or sale of assets is proposed to be effected
      by the Company or its subsidiaries as described in Section
      8(j)
      hereof,
      or a tender offer or an exchange offer for shares of Common Stock shall be
      made,
      upon such surrender of Warrants and payment of the applicable Exercise Price
      in
      accordance with clause (c) above, the Company shall, as soon as possible, but
      in
      any event not later than two Business Days thereafter, deliver or cause to
      be
      delivered or make available for collection the full number of Warrant Shares
      issuable upon the exercise of such Warrants in the manner described in this
      sentence or other securities or property to which such holder is entitled
      hereunder, together with cash as provided in Section
      9
      hereof.
      Such certificate or certificates shall be deemed to have been issued and any
      Person so designated to be named therein shall be deemed to have become a holder
      of record of such Warrant Shares as of the date of the surrender of such
      Warrants and payment of the applicable Exercise Price.

     

    (e) The
      Warrants shall be exercisable, at the election of the holders thereof, either
      in
      full or in part from time to time during the Exercise Period; provided
      that
      notwithstanding any other provision of this Agreement, no Person shall be
      entitled to exercise the Warrants to the extent that such exercise would result
      in beneficial ownership by such Person and its Affiliates of more than 9.9%
      of
      the then outstanding number of shares of Common Stock on such date. For the
      purposes of this Agreement beneficial ownership shall be determined in
      accordance with Section
      13(d)
      of the
      Exchange Act and Regulation 13d-3 thereunder. If less than all the Warrants
      represented by a Warrant Certificate are exercised, such Warrant Certificate
      shall be surrendered and a new Warrant Certificate of the same tenor and for
      the
      number of Warrants which were not exercised shall be executed by the Company
      and
      delivered to the Warrant Agent and the Warrant Agent shall, upon receipt of
      a
      Warrant Countersignature Order, countersign the new Warrant Certificate,
      registered in such name or names as may be directed in writing by the holder,
      and shall deliver or cause to be delivered the new Warrant Certificate to the
      Person or Persons entitled to receive the same.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f) If
      (i)
      any Holder (the “Disposing
      Holder”)
      or any
      of its Affiliates or one or more Persons acting in concert with such Holder
      shall have directly or indirectly, executed any disposition, including Short
      Sales, in the Common Stock during the period commencing from the 25th day
      preceding a Reset Date, and (ii) the Exercise Price immediately prior to such
      Reset Date (the “ex-Reset
      Exercise Price”) is
      reset
      downward on such Reset Date (the “Post
      Reset Exercise Price”)
      as a
      result of such disposition by the Disposing Holder, then the Disposing Holder
      shall indemnify the Company for the loss equals to (x) the difference between
      the ex-Reset Exercise Price and Post Reset Exercise Price multiplied by (y)
      the
      number of Warrant Shares exercised by any Holder during the period between
      such
      Reset Date and the immediately subsequent Reset Date.

     

    (g) All
      Warrant Certificates surrendered upon exercise of Warrants shall be delivered
      to
      and cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall
      then be disposed of by the Warrant Agent in accordance with its customary
      procedures. The Warrant Agent shall report promptly to the Company with respect
      to Warrants exercised.

     

    (h) The
      Warrant Agent shall keep copies of this Agreement and any notices given or
      received hereunder available for inspection by the holders which shall be
      allowed upon prior written request with reasonable notice and during normal
      business hours at its office. The Company shall supply the Warrant Agent from
      time to time with such numbers of copies of this Agreement as the Warrant Agent
      may request.

     

    
      	SECTION
              5.	
              PAYMENT
                OF TAXES

            


    

     

    The
      Company shall pay all securities transaction taxes and documentary stamp taxes
      attributable to the initial issuance of Warrant Shares upon the exercise of
      Warrants; provided
      that
      the
      Company shall not be required to pay any tax or taxes which may be payable
      in
      respect of any transfer involved in the issue of any Warrant Certificates or
      any
      certificates for Warrant Shares in a name other than that of the registered
      holder of a Warrant Certificate surrendered upon the exercise of a Warrant,
      and
      the Company shall not be required to issue or deliver such Warrant Certificates
      unless or until the Person or Persons requesting the issuance thereof shall
      have
      paid to the Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.

     

    
      	SECTION
              6.	
              RESERVATION
                OF WARRANT SHARES

            


    

     

    (a) The
      Company shall at all times reserve and keep available, free and clear of all
      liens, security interests, charges and other encumbrances or restrictions on
      sale, free from preemptive rights, out of the aggregate of its authorized but
      unis sued Common Stock or the authorized and issued Common Stock held in its
      treasury, for the purpose of enabling it to satisfy any obligation to issue
      Warrant Shares upon exercise of Warrants, the maximum number of shares of Common
      Stock which may then be deliverable upon the exercise of all outstanding
      Warrants.

     

    (b) Pacific
      Stock Transfer & Trust Company, or any other transfer agent for the Common
      Stock to be appointed by the Company (the “Transfer
      Agent”) and
      every
      subsequent transfer agent for any shares of the Company’s capital stock issuable
      upon the exercise of any of the rights of purchase aforesaid will be irrevocably
      authorized and directed at all times to reserve such number of authorized shares
      as shall be required for such purpose. The Company shall keep a copy of this
      Agreement on file with the Transfer Agent and with every subsequent transfer
      agent for any shares of the Company’s capital stock issuable upon the exercise
      of the rights of purchase represented by the Warrants. The Warrant Agent is
      hereby irrevocably authorized to requisition from time to time from such
      Transfer Agent the stock certificates required to honor outstanding Warrants
      upon exercise thereof in accordance with the terms of this Agreement and shall,
      if so instructed by the Company, make available for collection at a specified
      office of the Warrant Agent such stock certificates. The Company shall supply
      such Transfer Agent with duly executed certificates for such purposes and shall
      provide or otherwise make available any cash which may be payable as provided
      in
Section
      9
      hereof.
      The Company shall furnish such Transfer Agent with a copy of all notices of
      adjustments, and certificates related thereto, transmitted to each holder
      pursuant to Section
      10
      hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c) Before
      taking any action which would cause an adjustment pursuant to Section
      8
      hereof
      to reduce the Exercise Price below the then par value (if any) of the Warrant
      Shares, the Company shall take any corporate action which may, in the opinion
      of
      its counsel, be necessary in order that the Company may validly and legally
      issue fully paid and non-assessable Warrant Shares at the Exercise Price as
      so
      adjusted.

     

    (d) The
      Company covenants that all Warrant Shares which may be issued upon exercise
      of
      Warrants shall, upon issue, be fully paid, non-assessable, free of
      preemptive

     

    rights
      and free from all taxes, liens, charges and security interests with respect
      to
      the issuance thereof.

     

    
      	SECTION
              7.	
              OBTAINING
                STOCK EXCHANGE LISTINGS.

            


    

     

    The
      Company shall from time to time take all action which may be necessary so that
      the Warrant Shares, immediately upon their issuance upon the exercise of
      Warrants, will be listed on the principal securities exchange, automated
      quotation system or other internationally-recognized stock market on which
      the
      Common Stock is then listed in the United States, if any.

     

    
      	SECTION
              8.	
              ADJUSTMENT
                OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
                ISSUABLE

            


    

     

    The
      applicable Exercise Price and the number of Warrant Shares issuable upon the
      exercise of each Warrant shall be subject to adjustment from time to time during
      the Exercise Period upon the occurrence of the events enumerated in this
Section
      8;
      provided
      that
      in
      no event shall the applicable Exercise Price be less than the then current
      par
      value of Common Stock, provided
      further that
      if
      by virtue of an adjustment under this Agreement, the Warrant Exercise Price
      is
      to be reduced to below the par value, the Company shall take all action
      practicable to reduce the par value of the Common Stock to a value equal to
      and
      below such adjusted Exercise Price, and if not practicable, to the lowest
      practicable value which shall also be the adjusted Exercise Price. For purposes
      of this Section
      8,
“Common
      Stock” includes shares now or hereafter authorized of any class of common stock
      of the Company and any other stock of the Company, however designated, that
      has
      the right (subject to any prior rights of any class or series of preferred
      stock) to participate in any distribution of the assets or earnings of the
      Company without limit as to per share amount.

     

    In
      addition to the adjustments required under this Section
      8,
      the
      Company may, at any time, reduce the applicable Exercise Price to any amount
      greater than or equal to $.001 per share for any period of time (but not less
      than 20 Business Days) deemed appropriate by the Board of Directors of the
      Company.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (a) Adjustment
      for Change in Capital Stock.

     

    If
      the
      Company (i) pays a dividend or makes a distribution on its Common Stock payable
      in shares of its Common Stock, (ii) subdivides its outstanding shares of Common
      Stock into a greater number of shares, (iii) combines its shares of outstanding
      Common Stock into a smaller number of shares or (iv) issues by reclassification
      of its Common Stock any shares of its capital stock, then the applicable
      Exercise Price in effect immediately prior to such action shall, subject to
      the
      proviso to the first sentence of the first paragraph of this Section
      8,
      be
      proportionately adjusted so that the holder of any Warrant thereafter exercised
      may receive the aggregate number and kind of shares of capital stock of the
      Company which such holder would have owned immediately following such action
      as
      if such Warrant had been exercised immediately prior to such
      action.

     

    The
      adjustment shall become effective immediately after the record date in the
      case
      of a dividend or distribution and immediately after the effective date in the
      case of a subdivision, combination or reclassification. If, after an adjustment,
      a holder of a Warrant upon exercise of it may receive shares of two or more
      classes of capital stock of the Company, the Company shall determine, in good
      faith, the allocation of the adjusted Exercise Price between the classes of
      capital stock. After such allocation, the exercise privilege and the applicable
      Exercise Price of each class of capital stock shall thereafter be subject to
      adjustment on terms comparable to those applicable to Common Stock in this
      Section
      8.
      Such
      adjustment shall be made successively whenever any event listed above shall
      occur.

     

    (b) Adjustment
      for Rights Issue.

     

    If
      the
      Company distributes any rights, options or warrants to all holders of its Common
      Stock entitling them for a period expiring within 60 days after the record
      date
      set forth below to subscribe for shares of Common Stock or securities
      convertible into, or exchangeable or exercisable for, shares of Common Stock,
      in
      either case, at a price per share less than the Market Value per share on that
      record date, the applicable Exercise Price shall be adjusted in accordance
      with
      the formula:

     

    O
      + N x
      P

    ---------

     

    E’
=
      E
      x     M

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

    O
      +
      N

     

    where:

    
      	 	 	 
	
              E’

            	
              =

            	
              the
                adjusted Exercise Price.

            
	 	 	 
	
              E

            	
              =

            	
              the
                then current Exercise Price.

            
	 	 	 
	
              O

            	
              =

            	
              the
                number of shares of Common Stock outstanding on the record
                date.

            
	 	 	 
	
              N

            	
              =

            	
              the
                number of shares of additional Common Stock issued pursuant to such
                rights, options or warrants.

            
	 	 	 
	
              P

            	
              =

            	
              the
                price per share of the additional shares of Common
                Stock.

            
	 	 	 
	
              M

            	
              =

            	
              the
                Market Value per share of Common Stock on the record
                date.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      adjustment shall be made successively whenever any such rights, options or
      warrants are issued and shall become effective immediately after the record
      date
      for the determination of stockholders entitled to receive the rights, options
      or
      warrants. If at the end of the period during which such rights, options or
      warrants are exercisable, not all rights, options or warrants shall have been
      exercised, the applicable Exercise Price shall be promptly readjusted to what
      it
      would have been if “N” in the above formula had been the number of shares
      actually issued.

     

    (c) Adjustment
      for Other Distributions.

     

    If
      the
      Company distributes to all holders of its Common Stock any of its assets
      (including cash), debt securities, preferred stock or any rights or warrants
      to
      purchase assets (including cash), debt securities, preferred stock or other
      securities of the Company, the applicable Exercise Price shall be adjusted
      in
      accordance with the formula:

     

    E’ =
       E x     
       M
      - F


    -----------

    M

     

    where:

    
      	 	 	 
	
              E’

            	
              =

            	
              the
                adjusted Exercise Price.

            
	 	 	 
	
              E

            	
              =
                

            	
              the
                then current Exercise Price.

            
	 	 	 
	
              M

            	
              =
                

            	
              the
                Market Value per share of Common Stock on the record date mentioned
                below.

            
	 	 	 
	
              F

            	
              =
                

            	
              the
                fair market value on the record date of the debt securities, preferred
                stock, assets (including cash), securities, rights or warrants to
                be
                distributed in respect of one share of Common Stock as determined
                in good
                faith by the Board of Directors of the Company based on a written
                opinion
                of an internationally recognized investment banking, appraisal or
                valuation firm that is not an Affiliate of the
                Company.

            


    

     

    The
      adjustment shall be made successively whenever any such distribution is made
      and
      shall become effective immediately after the record date for the determination
      of stockholders entitled to receive the distribution.

     

    This
      Section
      8(c)
      shall
      not apply to distributions of stock referred to in Section
      8(a)
      or of
      rights, options or warrants referred to in Section
      8(b)
      hereof.

     

    (d) Adjustment
      for Common Stock Issue.

     

    If
      the
      Company issues shares of Common Stock for a consideration per share less than
      the Market Value per share on the date the Company fixes the offering price
      of
      such additional shares, the applicable Exercise Price shall be adjusted in
      accordance with the formula:

     

    P

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

    E’ = E x 
O   +  
M

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

    A

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    where:

    
      	 	 	 
	
              E’

            	
              =

            	
              the
                adjusted Exercise Price.

            
	 	 	 
	
              E

            	
              =

            	
              the
                then current Exercise Price.

            
	 	 	 
	
              O

            	
              =

            	
              the
                number of shares of Common Stock outstanding immediately prior to
                the
                issuance of such additional shares.

            
	 	 	 
	
              P

            	
              =

            	
              the
                aggregate consideration received for the issuance of such additional
                shares.

            
	 	 	 
	
              M
                

            	=	
              the
                Market Value per share of Common Stock on the date of issuance of
                such
                additional shares of Common Stock.

            
	 	 	 
	
              A

            	
              =

            	
              the
                number of shares outstanding of Common Stock immediately after the
                issuance of such additional shares of Common
                Stock.

            


    

     

    The
      adjustment shall be made successively whenever any such issuance is made, and
      shall become effective immediately after such issuance.

     

    This
      subsection (d) shall not apply to:

     

    (1) any
      of
      the transactions described in subsections (a), (b) or (c) of this Section
      8,
      including, without limitation, the shares of Common Stock issuable upon the
      exercise thereof,

     

    (2) the
      exercise of Warrants, or the conversion, exchange or exercise of other
      securities convertible into or exchangeable or exercisable for Common Stock
      the
      issuance of which requires an adjustment to be made under Section
      8(e),

     

    (3) the
      issuance of (i) Extra Management Shares and (ii) the issuance of Common Stock
      to
      employees, officers or directors of the Company or its subsidiaries under other
      bona fide employee benefit plans adopted by the Board of Directors and approved
      by the holders of Common Stock when required by law, if such Common Stock would
      otherwise be covered by this subsection (d) (but only to the extent that the
      aggregate number of shares excluded hereby and issued after the date of this
      Warrant Agreement shall not, together with options exercisable for Common Stock
      issued under the employee benefit plans referred to Section
      8(e)(2),
      exceed
      1,000,000 shares of Common Stock (as adjusted proportionally for stock
      dividends, stock splits, combinations, recapitalizations and the like) per
      calendar year, or

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (4) the
      issuance of Common Stock issuable upon the conversion, exchange or exercise
      of
      other securities, warrants, options or similar rights if the conversion,
      exchange or exercise price is not less than the Market Value per share of Common
      Stock at the time the security, warrant, option or right so converted, exchanged
      or exercised was issued or granted.

     

    (e) Adjustment
      for Convertible Securities Issue.

     

    If
      the
      Company issues any securities convertible into or exchangeable or exercisable
      for Common Stock (other than securities issued in transactions described in
      subsections (a), (b) or (c) of this Section
      8)
      for a
      consideration per share of Common Stock initially deliverable upon conversion,
      exchange or exercise of such securities less than the Market Value per share
      on
      the date of issuance of such securities or on the date the Company fixes the
      offering price of such securities, the applicable Exercise Price shall be
      adjusted in accordance with the formula:

     

    P

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

    E’ = E x     O + M

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

    O + D

     

    where:

    
      	 	 	 
	
              E’

            	
              =

            	
              the
                adjusted Exercise Price.

            
	 	 	 
	
              E

            	
              =
                

            	
              the
                then current Exercise Price.

            
	 	 	 
	
              O

            	
              =
                

            	
              the
                number of shares of Common Stock outstanding immediately prior to
                the
                issuance of such securities.

            
	 	 	 
	
              P

            	
              =
                

            	
              the
                aggregate consideration received for the issuance of such
                securities.

            
	 	 	 
	
              M
                

            	
              =
                

            	
              the
                Market Value per share of Common Stock on the date of issuance of
                such
                securities.

            
	 	 	 
	
              D

            	
              =
                

            	
              the
                maximum number of shares of Common Stock deliverable upon conversion
                or in
                exchange for such securities at the initial conversion, exchange
                or
                exercise rate.

            


    

     

    The
      adjustment shall be made successively whenever any such issuance is made, and
      shall become effective immediately after such issuance.

     

    If
      all of
      the Common Stock deliverable upon conversion, exchange or exercise of such
      securities have not been issued when such securities are no longer outstanding,
      then the applicable Exercise Price shall promptly be readjusted to the
      applicable Exercise Price which would then be in effect had the adjustment
      upon
      the issuance of such securities been made on the basis of the actual number
      of
      shares of Common Stock issued upon conversion, exchange or exercise of such
      securities.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    This
      subsection (e) shall not apply to:

     

    (1) convertible
      securities issued to stockholders of any Person which merges into the Company,
      or with a subsidiary of the Company, in proportion to their stock holdings
      of
      such person immediately prior to such merger, upon such merger, provided
      that
      if
      such Person is an Affiliate of the Company, the Board of Directors shall have
      obtained a fairness opinion from a internationally recognized investment
      banking, appraisal or valuation firm, which is not an Affiliate of the Company,
      stating that the consideration received in such merger is fair to the Company
      from a financial point of view, or

     

    (2) the
      issuance of (i) Extra Management Shares and (ii) the issuance of options
      exercisable for Common Stock to employees, officers or directors of the Company
      or its subsidiaries under other bona fide employee benefit plans adopted by
      the
      Board of Directors and approved by the holders of Common Stock when required
      by
      law, if such Common Stock would otherwise be covered by this subsection (e)
      (but
      only to the extent that the aggregate number of shares excluded hereby and
      issued after the date of this Warrant Agreement shall not, together with Common
      Stock issued under the employee benefit plans referred to in Section
      8(d)(3),
      exceed
      1,000,000 shares of Common Stock (as adjusted proportionally for stock
      dividends, stock splits, combinations, recapitalizations and the like) per
      calendar year.

     

    (f) Consideration
      Received.

     

    For
      purposes of any computation respecting consideration received pursuant to
      subsections (d) and (e) of this Section
      8,
      the
      following shall apply:

     

    (1) in
      the
      case of the issuance of shares of Common Stock for cash, the consideration
      shall
      be the amount of such cash, provided
      that
      in
      no case shall any deduction be made for any commissions, discounts or other
      expenses incurred by the Company for any underwriting of the issue or otherwise
      in connection therewith;

     

    (2) in
      the
      case of the issuance of shares of Common Stock for a consideration in whole
      or
      in part other than cash, the consideration other than cash shall be deemed
      to be
      the fair market value thereof as determined in good faith by the Board of
      Directors based on a written opinion of an internationally recognized investment
      banking, appraisal or valuation firm that is not an Affiliate of the Company
      (irrespective of the accounting treatment thereof), whose determination shall
      be
      conclusive, and described in a Board resolution which shall be filed with the
      Warrant Agent;

     

    (3) in
      the
      case of the issuance of securities convertible into or exchangeable or
      exercisable for shares of Common Stock, the aggregate consideration received
      therefor shall be deemed to be the consideration received by the Company for
      the
      issuance of such securities plus the additional minimum consideration, if any,
      to be received by the Company upon the conversion, exchange or exercise thereof
      (the consideration in each case to be determined in the same manner as provided
      in clauses (1) and (2) of this subsection (f)); and

     

    (4) in
      the
      case of the issuance of shares of Common Stock pursuant to rights, options
      or
      warrants which rights, options or warrants were originally issued together
      with
      one or more other securities as part of a unit at a price per unit, the
      consideration shall be deemed to be the fair value of such rights, options
      or
      warrants at the time of issuance thereof as determined in good faith by the
      Board of Directors based on a written opinion of an internationally recognized
      investment banking, appraisal or valuation firm that is not an Affiliate of
      the
      Company and in accordance with GAAP whose determination shall be conclusive
      and
      described in a Board resolution, which shall be filed with the Warrant Agent,
      plus the additional minimum consideration, if any, to be received by the Company
      upon the exercise, conversion or exchange thereof (as determined in the same
      manner as provided in clauses (1) and (2) of this subsection (f)).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (g) When
      De Minimis Adjustment May Be Deferred.

     

    No
      adjustment in the applicable Exercise Price need be made unless the adjustment
      would require an increase or decrease of at least 1% in the applicable Exercise
      Price. Any adjustments that are not made shall be carried forward and taken
      into
      account in any subsequent adjustment. All calculations under this Section
      8
      shall be
      made by the Company to the nearest cent or to the nearest 1/100th of a share,
      as
      the case may be, it being understood that no such rounding shall be made under
      subsection (n).

     

    (h) When
      No Adjustment Required.

     

    With
      respect to Warrants of any holder, no adjustment need be made for a transaction
      referred to Section
      8(a),
      (b),
      (c),
      (d)
      or
(e)
      hereof,
      if such holder is to participate (without being required to exercise its
      Warrants) in the transaction on a basis and with notice that the Board of
      Directors determines to be fair and appropriate in light of the basis and notice
      on which holders of Common Stock participate in the transaction. No adjustment
      need be made for (i) rights to purchase Common Stock pursuant to a Company
      plan
      for reinvestment of dividends or interest or (ii) a change in the par value
      or
      no par value of the Common Stock. To the extent the Warrants become convertible
      into cash, no adjustment need be made thereafter as to the cash. Interest will
      not accrue on the cash.

     

    (i) Notice
      of Adjustment.

     

    Whenever
      the applicable Exercise Price is adjusted, the Company shall provide the notices
      required by Section
      10
      hereof.

     

    (j) Reorganization
      of Company.

     

    (1) If
      the
      Company consolidates or merges with or into, or transfers or leases all or
      substantially all its assets to, any Person, upon consummation of such
      transaction the Warrants shall automatically become exercisable for the kind
      and
      amount of securities, cash or other assets which the holder of a Warrant would
      have owned immediately after the consolidation, merger, transfer or lease if
      the
      holder had exercised the Warrant immediately before the effective date of the
      transaction. Concurrently with the consummation of such transaction, the
      corporation formed by or surviving any such consolidation or merger if other
      than the Company, or the Person to which such sale or conveyance shall have
      been
      made, shall enter into (i) a supplemental warrant agreement so providing and
      further providing for adjustments which shall be as nearly equivalent as may
      be
      practical to the adjustments provided for in this Section
      8
      and (ii)
      a supplement to the Equity Registration Rights Agreement providing for the
      assumption of the Company’s obligations thereunder. The successor company shall
      mail to Warrant holders a notice describing the supplemental warrant agreement
      and Equity Registration Rights Agreement. If the issuer of securities
      deliverable upon exercise of Warrants under the supplemental warrant agreement
      is an Affiliate of the formed, surviving, transferee or lessee corporation,
      such
      issuer shall join in the supplemental warrant agreement and Equity Registration
      Rights Agreement. If this Section
      8(j)
      shall be
      applicable, Sections 8(a),
      (b),
      (c),
      (d),
      (e)
      and
(f)
      hereof
      shall not be applicable to such consolidation, merger, transfer or
      lease.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (2) Notwithstanding
      subclause (1) above, if (A) the Company consolidates or merges with or into,
      or
      sells, transfers or leases all or substantially all its assets to, any Person
      and in connection therewith, the consideration payable to holders of shares
      of
      Common Stock in exchange for their shares of Common Stock is payable solely
      in
      cash or (B) proceedings commence for the voluntary or involuntary dissolution,
      liquidation or winding up of the Company, then the Warrants shall automatically
      be exercised into such number of Warrant Shares as is determined pursuant to
      the
      provisions of Section
      4(a),
      and the
      Warrant Certificate representing such Warrants shall be deemed cancelled. As
      a
      result of such conversion, each holder of Warrant Shares shall be entitled
      to
      receive distributions on an equal basis with the holders of the shares of Common
      Stock. If this Section
      8(j)
      applies
      to a transaction, Sections
      8(a),
      (b),
      (c),
      (d)
      and
(e)
      hereof
      do not apply to such transaction.

     

    (k) Company
      Determination Final.

     

    Any
      determination that the Company or the Board of Directors must make pursuant
      to
Section
      8(a),
      (b),
      (c),
      (d),
      (e),
      (f),
      (g),
      or
(h)
      hereof,
      if made in good faith, is conclusive.

     

    (l) Warrant
      Agent’s Disclaimer.

     

    The
      Warrant Agent shall have no duty to determine when an adjustment under this
      Section
      8
      should
      be made, how it should be made or what it should be. The Warrant Agent shall
      have no duty to determine whether a supplemental warrant agreement under
Section
      8(j)
      need be
      entered into or whether any provisions of a supplemental warrant agreement
      under
Section
      8(j)
      hereof
      are correct. The Warrant Agent makes no representation as to the validity or
      value of any securities or assets issued upon exercise of Warrants. The Warrant
      Agent shall not be responsible for the Company’s failure to comply with this
Section
      8.
      The
      Warrant Agent shall not be required to make or be responsible for any
      calculations under this Section
      8.

     

    (m) When
      Issuance or Payment May Be Deferred.

     

    In
      any
      case in which this Section
      8
      shall
      require that an adjustment in the applicable Exercise Price be made effective
      as
      of a record date for a specified event, the Company may elect to defer until
      the
      occurrence of such event (i) issuing to the holder of any Warrant exercised
      after such record date the Warrant Shares and other capital stock of the
      Company, if any, issuable upon such exercise over and above the Warrant Shares
      and other capital stock of the Company, if any, issuable upon such exercise
      on
      the basis of the applicable Exercise Price and (ii) paying to such holder any
      amount in cash in lieu of a fractional share pursuant to Section
      9
      hereof;
provided
      that
      the
      Company shall deliver to such holder a due bill or other appropriate instrument
      evidencing such holder’s right to receive such additional Warrant Shares, other
      capital stock and cash upon the occurrence of the event requiring such
      adjustment.

     

    (n) Adjustment
      in Number of Shares.

     

    Upon
      each
      adjustment of the applicable Exercise Price pursuant to this Section
      8,
      each
      Warrant outstanding prior to the making of the adjustment in the applicable
      Exercise Price shall thereafter evidence the right to receive upon payment
      of
      the adjusted Exercise Price that number of shares of Common Stock (calculated
      to
      the nearest hundredth) obtained from the following formula:

     

    N’ = N x  
       E

    ---------

    E’
      

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    where:

    
      	
              N’

            	
              =
                

            	
              the
                adjusted number of Warrant Shares issuable upon exercise of a Warrant
                by
                payment of the adjusted Exercise Price.

            
	 	 	 
	
              N

            	
              =
                

            	
              the
                number or Warrant Shares previously issuable upon exercise of a Warrant
                by
                payment of the Exercise Price prior to adjustment.

            
	 	 	 
	
              E’

            	
              =

            	
              the
                adjusted Exercise Price.

            
	 	 	 
	
              E

            	
              =

            	
              the
                Exercise Price prior to adjustment.

            


    

     

    (o) Form
      of Warrants.

     

    Irrespective
      of any adjustments in the applicable Exercise Price or the number or kind of
      shares purchasable upon the exercise of the Warrants, Warrants theretofore
      or
      thereafter issued may continue to express the same price and number and kind
      of
      shares as are stated in the Warrants initially issuable pursuant to this
      Agreement.

     

    (p) No
      Impairment. If
      any
      event shall occur as to which the provisions of Section
      8
      are not
      strictly applicable but the failure to make any adjustment would adversely
      affect the purchase rights represented by the Warrants in accordance with the
      essential intent and principles of such Section, then, in each such case, the
      Company shall appoint an investment banking firm of recognized international
      standing, or any other financial expert that does not (or whose directors,
      officers, employees, or affiliates do not) have a direct or material indirect
      financial interest in the Company or any of its subsidiaries, who has not been,
      and, at the time it is called upon to given independent financial advice to
      the
      Company, is not (and none of its directors, officers, employees or affiliates)
      are a promoter, director or officer of the Company or any of its subsidiaries,
      which shall give their opinion upon the adjustment, if any, on a basis
      consistent with the essential intent and principles established in Section
      8
      necessary to preserve, without dilution, the purchase rights represented by
      the
      Warrants. Upon receipt of such opinion, the Company will promptly deliver a
      copy
      thereof to the Warrant Agent and shall make the adjustments described
      therein.

     

    
      	SECTION
              9.	
              FRACTIONAL
                INTERESTS

            


    

     

    The
      Company shall not be required to issue fractional Warrant Shares on the exercise
      of Warrants. If more than one Warrant shall be presented for exercise in full
      at
      the same time by the same holder, the number of full Warrant Shares which shall
      be issuable upon the exercise thereof shall be computed on the basis of the
      aggregate number of Warrant Shares purchasable on exercise of the Warrants
      so
      presented. If any fraction of a Warrant Share would, except for the provisions
      of this Section
      9,
      be
      issuable on the exercise of any Warrants (or specified portion thereof), the
      Company shall pay an amount in cash equal to the Market Value per Warrant Share,
      as determined on the day immediately preceding the date the Warrant is presented
      for exercise, multiplied by such fraction, computed to the nearest whole U.S.
      cent.

     

    
      	SECTION
              10.	
              NOTICES
                TO WARRANT HOLDERS

            


    

     

    (a) Upon
      any
      adjustment of the applicable Exercise Price pursuant to Section
      8
      hereof,
      the Company shall promptly thereafter (i) cause to be filed with the Warrant
      Agent a certificate of a firm of independent public accountants of recognized
      standing selected by the Board of Directors of the Company (who may be the
      regular auditors of the Company) setting forth the applicable Exercise Price
      after such adjustment and setting forth in reasonable detail the method of
      calculation and the facts upon which such calculations are based and setting
      forth the number of Warrant Shares (or portion thereof) issuable after such
      adjustment in the applicable Exercise Price, upon exercise of a Warrant and
      payment of the adjusted Exercise Price, which certificate shall be conclusive
      evidence of the correctness of the matters set forth therein, and (ii) cause
      to
      be given to each of the registered holders of Warrants at the address appearing
      on the Warrant Register for each such registered holder written notice of such
      adjustments by first-class mail, postage prepaid. Where appropriate, such notice
      may be given in advance and included as a part of the notice required to be
      mailed under the other provisions of this Section
      10.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b) In
      the
      event:

     

    (i) that
      the
      Company shall authorize the issuance to all holders of shares of Common Stock
      of
      rights, options or warrants to subscribe for or purchase shares of Common Stock
      or of any other subscription rights or warrants;

     

    (ii) that
      the
      Company shall authorize the distribution to all holders of shares of Common
      Stock of evidences of its indebtedness or assets;

     

    (iii) of
      any
      consolidation or merger to which the Company is a party and for which approval
      of any stockholders of the Company is required, or of the conveyance, lease
      or
      transfer of all or substantially all of the Company’s properties and assets, or
      of any reclassification or change of Common Stock issuable upon exercise of
      the
      Warrants (other than a change in par value, or from par value to no par value,
      or from no par value to par value, or as a result of a subdivision or
      combination), or a tender offer or exchange offer for shares of Common
      Stock;

     

    (iv) of
      the
      voluntary or involuntary dissolution, liquidation or winding up of the Company;
      or

     

    (v) that
      the
      Company proposes to take any action which would require an adjustment of the
      applicable Exercise Price pursuant to Section
      8
      hereof;

     

    then
      the
      Company shall cause to be filed with the Warrant Agent and shall cause to be
      given to each of the registered holders of Warrants at his address appearing
      on
      the Warrant Register, at least 20 days (or 10 days in any case specified in
      clauses (i) or (ii) above) prior to the applicable record date hereinafter
      specified, or promptly in the case of events for which there is no record date,
      by first-class mail, postage prepaid, a written notice stating (x) the date
      as
      of which the holders of record of shares of Common Stock to be entitled to
      receive any such rights, options, warrants or distribution are to be determined,
      (y) the initial expiration date set forth in any tender offer or exchange offer
      for shares of Common Stock, or (z) the date on which any such consolidation,
      merger, conveyance, transfer, dissolution, liquidation or winding up is expected
      to become effective or consummated, and the date as of which it is expected
      that
      holders of record of shares of Common Stock shall be entitled to exchange such
      shares for securities or other property, if any, deliverable upon such
      reclassification, consolidation, merger, conveyance, transfer, dissolution,
      liquidation or winding up. The failure to give the notice required by this
      Section
      10
      or any
      defect therein shall not affect the legality or validity of any distribution,
      right, option, warrant, consolidation, merger, conveyance, transfer,
      dissolution, liquidation or winding up, or the vote upon any
      action.

     

    (c) Nothing
      contained in this Agreement or in any of the Warrant Certificates shall be
      construed as conferring upon the holders of Warrants the right 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,
      or
      any rights whatsoever as stockholders of the Company.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              11.	
              MERGER,
                CONSOLIDATION OR CHANGE OF NAME OF WARRANT
                AGENT

            


    

     

    (a) Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated, or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party, or any corporation succeeding to
      the
      business of the Warrant Agent, shall be the successor to the Warrant Agent
      hereunder without the execution or filing of any paper or any further act on
      the
      part of any of the parties hereto, provided
      that
      such
      corporation would be eligible for appointment as a successor warrant agent
      under
      the provisions of Section
      13
      hereof.
      In case at the time such successor to the Warrant Agent shall succeed to the
      agency created by this Agreement, and in case at that time any of the Warrant
      Certificates shall have been countersigned but not delivered, any such successor
      to the Warrant Agent may adopt the countersignature of the original Warrant
      Agent; and in case at that time any of the Warrant Certificates shall not have
      been countersigned, any successor to the Warrant Agent may countersign such
      Warrant Certificates either in the name of the predecessor Warrant Agent or
      in
      the name of the successor to the Warrant Agent; and in all such cases such
      Warrant Certificates shall have the full force and effect provided in the
      Warrant Certificates and in this Agreement.

     

    (b) In
      case
      at any time the name of the Warrant Agent shall be changed and at such time
      any
      of the Warrant Certificates shall have been countersigned but not delivered,
      the
      Warrant Agent whose name has been changed may adopt the countersignature under
      its prior name, and in case at that time any of the Warrant Certificates shall
      not have been countersigned, the Warrant Agent may countersign such Warrant
      Certificates either in its prior name or in its changed name, and in all such
      cases such Warrant Certificates shall have the full force and effect provided
      in
      the Warrant Certificates and in this Agreement.

     

    
      	SECTION
              12.	
              WARRANT
                AGENT

            


    

     

    The
      Warrant Agent undertakes the duties and obligations imposed by this Agreement
      upon the following terms and conditions, by all of which the Company and the
      holders of Warrants, by their acceptance thereof, shall be bound and the rights
      and protection provided to the Warrant Agent shall also apply to the Warrant
      Registrar:

     

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

     

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

     

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

     

    (d) The
      Warrant Agent may rely upon and shall not be liable for acting or refraining
      from acting upon any written notice, instruction or request furnished to it
      hereunder and believed by it to be genuine and to have been signed or presented
      by the proper party or parties. The Warrant Agent shall be under no duty to
      inquire into or investigate the validity, accuracy or content of any such
      document, except that the Warrant Agent shall verify the signatures of these
      documents based on the specimen provided by the relevant party.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (e) The
      Company agrees to pay to the Warrant Agent reasonable compensation for all
      services rendered by the Warrant Agent in the execution of this Agreement,
      to
      reimburse the Warrant Agent for all expenses, taxes and governmental charges
      and
      other charges of any kind and nature incurred by the Warrant Agent in the
      execution of this Agreement. The Company hereby unconditionally and irrevocably
      covenants and undertakes to indemnify and hold harmless the Warrant Agent,
      its
      directors, officers, employees and agents (each an “indemnified
      party”) in
      full
      at all times against all losses, liabilities, actions, proceedings, claims,
      demands, penalties, damages, costs, expenses disbursements, and other
      liabilities whatsoever (the “Losses”), including
      without limitation the costs and expenses of legal advisors and other experts,
      which may be incurred, suffered or brought against such indemnified party as
      a
      result or in connection with (a) their appointment or involvement hereunder
      or
      the exercise of any of their powers or duties hereunder or the taking of any
      acts in accordance with the terms of this Agreement or its usual practice;
      (b)
      this Agreement and any other transaction documents, or (c) any instruction
      or
      other direction upon which the Warrant Agent may rely under this Agreement,
      as
      well as the costs and expenses incurred by an indemnified party of defending
      itself against or investigating any claim or liability with respect of the
      foregoing; provided
      that
      this
      indemnity shall not apply in respect of an indemnified party to the extent
      but
      only to the extent that a court of competent jurisdiction determines that any
      such Losses incurred or suffered by or brought against such indemnified party
      arises directly from the fraud, willful misconduct or gross negligence of such
      indemnified party. The parties hereto acknowledge that the foregoing indemnities
      shall survive the resignation or removal of the Warrant Agent or the termination
      of this Agreement.

     

    (f) Notwithstanding
      any other term or provision of this Agreement to the contrary, the Warrant
      Agent
      shall not be liable under any circumstances for special, punitive, indirect
      or
      consequential loss or damage of any kind whatsoever including but not limited
      to
      loss of profits, unless such loss or damage is in connection with the Warrant
      Agent’s fraud, willful misconduct, breach of fiduciary duty or gross negligence.
      The provisions of this Section
      12(f)
      shall
      survive the termination or expiration of this Agreement and the resignation
      or
      removal of the Warrant Agent.

     

    (g) The
      Warrant Agent shall be under no obligation to institute any action, suit or
      legal proceeding or to take any other action likely to involve expense unless
      the Company or one or more registered holders of Warrants shall furnish the
      Warrant Agent with security and indemnity to its satisfaction for any costs
      and
      expenses which may be incurred, but this provision shall not affect the power
      of
      the Warrant Agent to take such action as it may consider proper, whether with
      or
      without any such security or indemnity. All rights of action under this
      Agreement or under any of the Warrants may be enforced by the Warrant Agent
      without the possession of any of the Warrant Certificates or the production
      thereof at any trial or other proceeding relative thereto, and any such action,
      suit or proceeding instituted by the Warrant Agent shall be brought in its
      name
      as Warrant Agent and any recovery of judgment shall be for the ratable benefit
      of the registered holders of the Warrants, as their respective rights or
      interests may appear.

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (i) The
      Warrant Agent shall act hereunder solely as agent for the Company, and its
      duties shall be determined solely by the provisions hereof. No implied duties
      shall be read into this Agreement, and the permissive rights of the Warrant
      Agent herein shall not be construed as its duties. The Warrant Agent shall
      not
      be liable for anything which it may do or refrain from doing in connection
      with
      this Agreement except for its own gross negligence or bad faith.

     

    (j) The
      Warrant Agent shall not at any time be under any duty or responsibility to
      any
      holder of any Warrant to make or cause to be made any adjustment of the
      applicable Exercise Price or number of the Warrant Shares or other securities
      or
      property deliverable as provided in this Agreement, or to determine whether
      any
      facts exist which may require any of such adjustments, or with respect to the
      nature or extent of any such adjustments, when made, or with respect to the
      method employed in making the same. The Warrant Agent shall not be accountable
      with respect to the validity or value or the kind or amount of any Warrant
      Shares or of any securities or property which may at any time be issued or
      delivered upon the exercise of any Warrant or with respect to whether any such
      Warrant Shares or other securities will when issued be validly issued and fully
      paid and non-assessable, and makes no representation with respect
      thereto.

     

    (k) The
      Warrant Agent shall not be required to risk or expend its own funds on the
      performance of it obligations and duties hereunder, nor to take any action
      for
      which it is not indemnified to its satisfaction.

     

    (l) In
      the
      event that the Warrant Agent shall be uncertain as to its duties or rights
      hereunder or shall receive instructions, claims or demands from the Company,
      in
      its opinion, conflict with any of the provisions of this Agreement, it shall
      be
      entitled to refrain from taking any action until it is directed in writing
      by a
      final order or judgment of a court of competent jurisdictions.

     

    (m) Notwithstanding
      anything to the contrary contained in this Agreement, the Warrant Agent shall
      not be obliged to act or omit to act in accordance with any instruction,
      direction or request delivered to it by the Company unless such instruction,
      direction or request is delivered to the Warrant Agent in writing.

     

    (n) The
      Warrant Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself or by or through its
      attorneys, accountants, agents or other experts, and the Warrant Agent will
      not
      be answerable or accountable for any act, default, neglect or unintentional
      misconduct of any such attorneys or agents or for any loss to the Company or
      the
      holders of the Warrants resulting from any such act, default, neglect or
      unintentional misconduct, absent gross negligence, willful misconduct or bad
      faith (as each is determined by a final non-appealable order of a court of
      competent jurisdiction) in the selection and continued employment
      thereof.

     

    (o) The
      Warrant Agent shall not incur any liability for not performing any act, duty,
      obligation or responsibility by reason of any occurrence beyond the control
      of
      the Warrant Agent (including without limitation any act or provision of any
      present or future law or regulation or governmental authority, any act of God,
      war, civil disorder or failure of any means of communication).

     

    
      	SECTION
              13.	
              CHANGE
                OF WARRANT AGENT

            


    

     

    If
      the
      Warrant Agent shall become incapable of acting as Warrant Agent, the Company
      shall appoint a successor to such 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 incapacity by the Warrant Agent without assigning any reason
      and
      without being responsible for any costs, charges and expenses or by the
      registered holder of a Warrant Certificate, then the Warrant Agent or the
      registered holder of any Warrant may, at the expense of the Company, apply
      to
      any court of competent jurisdiction for the appointment of a successor to the
      Warrant Agent. Pending appointment of a successor to such Warrant Agent, either
      by the Company or by such a court, the duties of the Warrant Agent shall be
      carried out by the Company. The holders (other than the Company and any
      Affiliate thereof) of a majority of the unexercised Warrants shall be entitled
      at any time to remove the Warrant Agent and appoint a successor to such Warrant
      Agent, provided
      that
      the
      Warrant Agent shall not be responsible for any costs associated with such
      removal and appointment. Such successor to the Warrant Agent need not be
      approved by the Company or the former Warrant Agent. After appointment the
      successor to the Warrant Agent shall be vested with the same powers, rights,
      duties and responsibilities as if it had been originally named as Warrant Agent
      without further act or deed; provided
      that
      the
      former Warrant Agent shall deliver and transfer to the successor to the Warrant
      Agent any property at the time held by it hereunder and execute and deliver
      any
      further assurance, conveyance, act or deed necessary for the purpose. Failure
      to
      give any notice provided for in this Section
      13,
      however, or any defect therein, shall not affect the legality or validity of
      the
      appointment of a successor to the Warrant Agent.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              14.	
              REPORTS

            


    

     

    (a) The
      Company agrees with each holder, for so long as any Warrants remain outstanding,
      it shall file with the Warrant Agent and furnish to the Holders (or promptly
      provide notice thereof to the Warrant Agent and to the Holders in case of
      documents described below that are publicly available) within the time periods
      specified in the Commission’s rules and regulations:

     

    (1) all
      quarterly and annual reports that would be required to be filed with the
      Commission on Forms 10-QSB and 10-KSB if the Parent were required to file such
      reports (or Forms 10-Q and 10-K if the Company is not eligible to file Forms
      10-QSB or 10-KSB, as the case may be); and

     

    (2) all
      current reports that would be required to be filed with the Commission on Form
      8-K if the Parent were required to file such reports.

     

    (3) All
      such
      reports shall be prepared in all material respects in accordance with all of
      the
      rules and regulations of the Commission applicable to such reports. Each annual
      report on Form 10-KSB (or 10-K, as the case may be) shall include a report
      on
      the Parent’s consolidated financial statements by a firm of independent
      certified accountants. Delivery of such reports, information and documents
      to
      the Warrant Agent is for informational purposes only and the Warrant Agent’s
      receipt of such shall not constitute constructive notice of any information
      contained therein, including the Parent’s and the Company’s compliance with any
      of its covenants hereunder (as to which the Warrant Agent shall be entitled
      to
      rely exclusively on Officers’ Certificates).

     

    (b) For
      as
      long as any Warrants are “restricted securities” within the meaning of Rule
      144(a)(3) under the Securities Act, during any period in which the Company
      is
      neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from
      reporting pursuant to Rule 12g3-2(b) thereunder, the Company shall supply (i)
      to
      any holder or beneficial owner of a Warrant or (ii) upon their request to a
      prospective purchaser of a Warrant or beneficial interest therein designated
      by
      such holder or owner, the information specified in, and meeting the requirements
      of Rule 1 44A(d)(4) under the Securities Act.

     

    (c) The
      Company shall provide the Warrant Agent with a sufficient number of copies
      of
      all such reports that the Warrant Agent may be required to deliver to the
      holders of the Warrants and the Warrant Shares under this Section
      14.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              15.	
              NOTICES
                TO COMPANY AND WARRANT
                AGENT

            


    

     

    Any
      notice or demand authorized by this Agreement to be given or made by the Warrant
      Agent or by the registered holder of any Warrant to or on the Company shall
      be
      sufficiently given or made when received if deposited in the mail, first class
      or registered, postage prepaid, addressed (until another address is filed in
      writing by the Company with the Warrant Agent) or delivered by facsimile as
      follows:

     

    The
      Company:

     

    China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Fax:
      + 86
      10 8620 1927

     

    Attention:
      Chief Financial Officer

     

    With
      a
      copy to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      NY 10154

    Attention:
      Mitchell S. Nussbaum, Esq.

    Facsimile
      No.: +1 212 202 7829

     

    In
      case
      the Company shall fail to maintain such office or agency or shall fail to give
      such notice of the location or of any change in the location thereof,
      presentations may be made and notices and demands may be served at the corporate
      trust office of the Warrant Agent.

     

    Any
      notice pursuant to this Agreement to be given by the Company or by the
      registered holder(s) of any Warrant to the Warrant Agent shall be sufficiently
      given when and if deposited in the mail, first-class or registered, postage
      prepaid, addressed (until another address is filed in writing by the Warrant
      Agent with the Company), or delivered by facsimile, to and received by the
      Warrant Agent at its corporate trust office as follows:

     

    The
      Hongkong and Shanghai Banking Corporation Limited

     

    Level
      30,
      HSBC Main Building

    1
      Queen’s
      Road, Central

    Hong
      Kong

    Attention:
      Corporate Trust and Loan Agency

     

    Facsimile
      No: +852 2801 5586

     

    
      	SECTION
              16.	
              SUPPLEMENTS
                AND AMENDMENTS

            


    

     

    The
      Company and the Warrant Agent may from time to time supplement or amend this
      Agreement without the approval of any holders of Warrants in order to cure
      any
      ambiguity or to correct or supplement any provision contained herein which
      may
      be defective or inconsistent with any other provision herein, or to make any
      other provisions in regard to matters or questions arising hereunder which
      the
      Company and the Warrant Agent may deem necessary or desirable and which shall
      not in any way materially adversely affect the interests of the holders of
      Warrants.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Any
      amendment or supplement to this Agreement that has an adverse effect on the
      interests of the holders of the Warrants shall require the written consent
      of
      the holders of a majority of the then outstanding Warrants (excluding the
      Warrants held by the Company or any of its Affiliates).

     

    The
      consent of each holder of Warrants affected shall be required for any amendment
      pursuant to which the applicable Exercise Price would be increased or the number
      of Warrant Shares purchasable upon exercise of Warrants would be decreased
      (other than pursuant to adjustments provided in this Agreement). In executing
      or
      accepting any supplement, modification or amendment to this Agreement, the
      Warrant Agent shall be entitled to receive at the expense of the Company, and
      shall be fully protected in relying upon, an opinion of counsel stating that
      the
      execution of such supplement, modification or amendment is authorized or
      permitted by this Agreement and all conditions precedent herein have been
      complied with. The Warrant Agent may, but shall not be obligated to, enter
      into
      any such supplement, modification or amendment which affects the Warrant Agent’s
      own rights, duties or immunities under this Agreement or otherwise.

     

    
      	SECTION
              17.	
              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 hereunder.

     

    
      	SECTION
              18.	
              TERMINATION

            


    

     

    This
      Agreement shall terminate at 11:59 p.m., New York time, on the Warrant
      Expiration Date. Notwithstanding the foregoing, this Agreement will terminate
      on
      any earlier date if all Warrants have been exercised. The provisions of
Section
      12
      shall
      survive such termination.

     

    
      	SECTION
              19.	
              GOVERNING
                LAW

            


    

     

    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 said State.

     

    
      	SECTION
              20.	
              JURISDICTION

            


    

     

    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.

     

    
      	SECTION
              21.	
              BENEFITS
                OF THIS AGREEMENT

            


    

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              22.	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in any number of 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.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

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

     

    
      	 	 	 
	 	
              THE
                COMPANY:

            
	 	 
	 	
              CHINA
                MOBILE MEDIA TECHNOLOGY INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
Name:
	 	 	Title:
	 	
            


    

     

    
      	 	 	 
	 	
              WARRANT
                AGENT:

            
	 	 
	 	
              THE
                HONGKONG AND SHANGHAI 
BANKING
                CORPORATION LIMITED

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title: 


    

       

    [SIGNATURE
      PAGE TO WARRANT AGREEMENT]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [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

        
          

        

      

      
        
        

      

    

     

    



     

    EXHIBIT
      B

     

    FORM
      OF
      CERTIFICATE OF TRANSFER

     

    China
      Mobile Media Technology Inc. 

    9th
      Floor, Block C, Intell-Center 

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Fax:
      + 86
      10 8620 1927

    Attention:
      Chief Financial Officer

     

    The
      Hongkong and Shanghai Banking Corporation Limited

    Level
      30,
      HSBC Main Building

    1
      Queen’s
      Road, Central

    Hong
      Kong

    Attention:
      Corporate Trust and Loan Agency

    Facsimile
      No: +852 2801 5586

     

    Re: Warrants

     

    Reference
      is hereby made to the Warrant Agreement, dated as of December 28, 2007 (the
      “Warrant
      Agreement”), between
      China Mobile Media Technology Inc., as issuer (the “Company”) and
      The
      Hongkong and Shanghai Banking Corporation Limited, as warrant agent. Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Warrant Agreement.

     

    __________________________,
      (the “Transferee”) proposes
      to acquire _______________ number of Warrant[s] or interest in such Warrant[s]
      (the “Transfer”).
      In
      connection with the Transfer, the Transferee hereby agrees (i) that any hedging
      transactions involving the Warrants or the securities issuable upon exercise
      thereof may not be conducted unless in compliance with the Securities Act and
      (ii) such Transferee will only resell the Warrants or the securities issuable
      upon exercise of the Warrants in accordance with the provisions of Regulation
      S,
      pursuant to registration under the Securities Act or pursuant to an available
      exemption from registration. The Transferee further certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

    1. Check
      if
      Transferee will take delivery of a beneficial interest in the Global Warrant
      or
      a Definitive Warrant pursuant to Regulation S. The Transfer is being effected
      pursuant to and in accordance with Rule 903 or Rule 904 under the U.S.
      Securities Act of 1933 (the “Securities Act”) and, accordingly, the Transferee
      hereby further certifies that (i) the Transferee is not a “U.S. person” and (x)
      at the time the buy order was originated, the Transferee was outside the United
      States or (y) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and the Transfer was not prearranged
      with
      a buyer in the United States, (ii) no directed selling efforts have been made
      in
      contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
      S
      under the Securities Act and (iii) the transaction is not part of a plan or
      scheme to evade the registration requirements of the Securities Act. Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Warrant Certificate and the warrant Agreement, the transferred beneficial
      interest or Definitive Warrant will be subject to the restrictions on transfer
      printed on the Global Warrant and/or the Definitive Warrant and the Securities
      Act.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    2. Check
      if Transfer is Pursuant to Other Exemption. (i)
      The
      Transfer is being effected pursuant to and in compliance with an exemption
      from
      the registration requirements of the Securities Act and in compliance with
      the
      transfer restrictions contained in the Warrant Certificate and the Warrant
      Agreement and any applicable blue sky securities laws of any State of the United
      States.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

     

    
      	 	 	 
	 	 
	 	
               [Insert
                Name of
                Transferee]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title: 


    

     

    Dated:
      _________________     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

     

    FORM
      OF
      AUTHORIZATION CERTIFICATE

     

    I,
      [Name], [Title], acting on behalf of China Mobile Media Technology Inc. (the
      “Company”),
      hereby
      certify that:

     

    (A)
      the
      persons listed below are (i) Officers for purposes of the Warrant Agreement
      dated as of December 28, 2007 between the Company and The Hongkong and Shanghai
      Banking Corporation Limited, as Warrant Agent, (ii) duly elected or appointed,
      qualified and acting as the holder of the respective office or offices set
      forth
      opposite his name and (iii) the duly authorized person who executed or will
      execute the Warrants by his manual or facsimile signature and was at the time
      of
      such execution, duly elected or appointed, qualified and acting as the holder
      of
      the office set forth opposite his name;

     

    (B)
      each
      signature appearing below is the person’s genuine signature; and

     

    (C)
      attached hereto as Schedule I is a true, correct and complete specimen of the
      certificates representing the Warrants.

     

    Officers:

     

    
      	
              Name

            	 	
              Title

            	 	
              Signature

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
        
        

      

      
        C-1