THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
      144
      UNDER SUCH ACT.

    


    
      	
              Date
                of Issuance

            	 	
              Void
                after

            
	
              September
                26, 2006

            	 	
              September
                25, 2011

            


    

    


    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

    


    This
      Warrant is issued to MidSouth Investor Fund LP or its assigns (the “Holder”) by
      Long-e International Group Co., Ltd., a British Virgin Island corporation (the
      “Company”) pursuant to that certain Note and Warrant Purchase Agreement dated
      September 22, 2006 among the Company, Lender and certain other investors (the
      “Purchase Agreement”). Terms not defined herein shall have the same meaning set
      forth in the Purchase Agreement.

     

    1.  Purchase
      of Shares.

     

    (a)  Number
      of Conversion Shares.
      Subject
      to the terms and conditions set forth herein and set forth in the Purchase
      Agreement, the Holder is entitled, upon surrender of this Warrant at the
      principal office of the Company (or at such other place as the Company shall
      notify the Holder in writing), to purchase from the Company fully paid and
      nonassessable shares of the Company’s Common Stock equal to fifty percent (50%)
      of the principal amount of the Note issued to such Holder in conjunction with
      such Warrant multiplied by (Y) the number of whole Periods such Note remains
      outstanding after the date hereof; provided that any partial period shall be
      rounded up to the next whole Period (the “Conversion Shares”) (as adjusted
      pursuant to Section 6 hereof).

     

    (b)  Exercise
      Price.
      The
      purchase price for the Conversion Shares issuable pursuant to this Section
      1
      shall be 50% of the Common Stock Purchase Price as that term is defined in
      the
      Purchase Agreement. The Conversion Shares and the purchase price of such
      Conversion Shares shall be subject to adjustment pursuant to Section 6
      hereof. Such purchase price, as adjusted from time to time, is herein referred
      to as the “Exercise Price.” 

     

    2.  Exercise
      Period.
      This
      Warrant shall be exercisable in accordance with the terms contained herein,
      in
      whole or in part, at any time prior to 5:00 P.M. Pacific Standard Time on
September
      25,
      2011
      (the “Exercise Period”). 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.  Method
      of Exercise.

     

    (a)  While
      this Warrant remains outstanding and exercisable in accordance with
      Section 2 above, the Holder may exercise, in whole or in part, the purchase
      rights evidenced hereby. Such exercise shall be effected by:

     

    (i)  the
      surrender of the Warrant, together with a duly executed copy of the Notice
      of
      Exercise attached hereto (or a reasonably acceptable affidavit and indemnity
      undertaking in the case of a lost, stolen or destroyed warrant) to the Secretary
      of the Company at its principal office (or at such other place as the Company
      shall notify the Holder in writing); and

     

    (ii)  the
      payment to the Company of an amount equal to the aggregate Exercise Price for
      the number of Conversion Shares being purchased by cash, check, wire transfer
      or
      by surrender of instruments representing indebtedness of the Company to the
      Holder.

     

    (b)  Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant is surrendered to
      the
      Company as provided in Section 3(a) above. At such time, the person or persons
      in whose name or names any certificate for the Conversion Shares shall be
      issuable upon such exercise as provided in Section 3(c) below shall be deemed
      to
      have become the holder or holders of record of the Conversion Shares represented
      by such certificate.

     

    (c)  As
      soon
      as practicable after the exercise of this Warrant in whole or in part the
      Company at its expense will cause to be issued in the name of, and delivered
      to,
      the Holder, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes) may direct:

     

    (i)  a
      certificate or certificates for the number of Conversion Shares to which such
      Holder shall be entitled, and 

     

    (ii)  in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Conversion Shares equal to the number of such Conversion Shares called
      for on the face of this Warrant minus the number of Conversion Shares purchased
      by the Holder upon all exercises made in accordance with Section 3(a) above
      or
      Section 4 below at the time of surrender.

     

    4.  Net
      Exercise.
      In lieu
      of exercising this Warrant for cash, the Holder may elect to receive shares
      equal to the value of this Warrant (or the portion thereof being exercised)
      by
      surrender of this Warrant (or a reasonably acceptable affidavit and indemnity
      undertaking in the case of a lost, stolen or destroyed warrant) at the principal
      office of the Company together with notice of such election (a “Net Exercise”).
      A Holder who Net Exercises shall have the rights described in Sections 3(b)
      and
      3(c) hereof, and the Company shall issue to such Holder a number of Conversion
      Shares computed using the following formula:

    

      
        	 	X = 	
                Y
                  (A - B)

              
	 	 	
                 
                  A

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Where

     

    
      	 	
              X
                =

            	
              The
                number of Conversion Shares to be issued to the
                Holder.

            


    

     

    
      	 	
              Y
                =

            	
              The
                number of Conversion Shares purchasable under this Warrant or, if
                only a
                portion of the Warrant is being exercised, the portion of the Warrant
                being cancelled (at the date of such
                calculation).

            


    

     

    
      	 	
              A
                =

            	
              The
                fair market value of one (1) Conversion Share (at the date of such
                calculation).

            


    

     

    
      	 	
              B
                =

            	
              The
                Exercise Price (as adjusted to the date of such
                calculations).

            


    

     

    For
      purposes of this Section 4 and Section 7 below, the fair market value of a
      Conversion Share shall mean the average of the closing price of the Conversion
      Shares (or equivalent shares of Common Stock underlying the Conversion Shares)
      quoted in the over-the-counter market in which the Conversion Shares (or
      equivalent shares of Common Stock underlying the Conversion Shares) are traded
      or the closing price quoted on any exchange or electronic securities market
      on
      which the Conversion Shares (or equivalent shares of Common Stock underlying
      the
      Warrants) are listed, whichever is applicable, as published in The
      Wall Street Journal
      for the
      thirty (30) trading days prior to the date of determination of fair market
      value
      (or such shorter period of time during which such Conversion Shares were traded
      over-the-counter or on such exchange). If the Conversion Shares are not traded
      on the over-the-counter market, an exchange or an electronic securities market,
      the fair market value shall be the price per Conversion Share that the Company
      could obtain from a willing buyer for Conversion Shares sold by the Company
      from
      authorized but unissued Conversion Shares, as such prices shall be determined
      in
      good faith by the Company’s Board of Directors, unless the Company is subject to
      a Corporate Transaction at such time, in which case the fair market value shall
      be deemed to be the value to be received by the holders of Conversion Shares
      pursuant to such Corporate Transaction.

     

    5.  Covenants
      of the Company.

     

    (a)  Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend which is the same as cash
      dividends paid in previous quarters or a stock dividend) or other distribution
      or any other similar right, the Company shall mail to the Holder, at least
      ten
      (10) days prior to such record date, a notice specifying the date on which
      any
      such record is to be taken for the purpose of such dividend or distribution
      or
      other similar right.

     

    (b)  Covenants
      as to Exercise Shares.
      The
      Company covenants and agrees that all Conversion Shares that may be issued
      upon
      the exercise of the rights represented by this Warrant will, upon issuance
      in
      accordance with the terms hereof, be validly issued and outstanding, fully
      paid
      and nonassessable, and free from all taxes, liens and charges with respect
      to
      the issuance thereof. The Company further covenants and agrees that the Company
      will at all times during the Exercise Period have authorized and reserved,
      free
      from preemptive rights, a sufficient number of shares of its Common Stock to
      provide for the exercise of the rights represented by this Warrant. If at any
      time during the Exercise Period the number of authorized but unissued shares
      of
      Common Stock shall not be sufficient to permit exercise of this Warrant, the
      Company will take such corporate action as may, in the opinion of its counsel,
      be necessary to increase its authorized but unissued shares of Common Stock
      to
      such number of shares as shall be sufficient for such purposes.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.  Adjustment
      of Exercise Price and Number of Conversion Shares.
      The
      number and kind of Conversion Shares purchasable upon exercise of this Warrant
      and the Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a)  Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time prior to the expiration of this Warrant subdivide
      its
      Preferred Stock, by split-up or otherwise, or combine its Common Stock, or
      issue
      additional shares of its Common Stock as a dividend with respect to any shares
      of its Common Stock, the number of Conversion Shares issuable on the exercise
      of
      this Warrant shall forthwith be proportionately increased in the case of a
      subdivision or stock dividend, or proportionately decreased in the case of
      a
      combination. Appropriate adjustments shall also be made to the Exercise Price
      payable per share, but the aggregate Exercise Price payable for the total number
      of Conversion Shares purchasable under this Warrant (as adjusted) shall remain
      the same. Any adjustment under this Section 6(a) shall become effective at
      the close of business on the date the subdivision or combination becomes
      effective, or as of the record date of such dividend, or in the event that
      no
      record date is fixed, upon the making of such dividend.

     

    (b)  Reclassification,
      Reorganization and Consolidation.
      In case
      of any reclassification, capital reorganization or change in the capital stock
      of the Company (other than as a result of a subdivision, combination or stock
      dividend provided for in Section 6(a) above, then, as a condition of such
      reclassification, reorganization or change, lawful provision shall be made,
      and
      duly executed documents evidencing the same from the Company or its successor
      shall be delivered to the Holder, so that the Holder shall have the right at
      any
      time prior to the expiration of this Warrant to purchase, at a total price
      equal
      to that payable upon the exercise of this Warrant, the kind and amount of shares
      of stock and other securities or property receivable in connection with such
      reclassification, reorganization or change by a holder of the same number and
      type of securities as were purchasable as Conversion Shares by the Holder
      immediately prior to such reclassification, reorganization or change. In any
      such case appropriate provisions shall be made with respect to the rights and
      interest of the Holder so that the provisions hereof shall thereafter be
      applicable with respect to any shares of stock or other securities or property
      deliverable upon exercise hereof, and appropriate adjustments shall be made
      to
      the Exercise Price per Conversion Share payable hereunder, provided the
      aggregate Exercise Price shall remain the same.

     

    (c)  Notice
      of Adjustment.
      When
      any adjustment is required to be made in the number or kind of shares
      purchasable upon exercise of the Warrant, or in the Exercise Price, the Company
      shall promptly notify the Holder of such event and of the number of Conversion
      Shares or other securities or property thereafter purchasable upon exercise
      of
      this Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.  No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant, but in lieu of such fractional shares the Company
      shall make a cash payment therefor on the basis of the fair market value of
      any
      fractional shares as of the time when entitlement to receive such fractions
      is
      determined as determined in accordance with Section 4 above.

     

    8.  No
      Stockholder Rights.
      Prior to
      exercise of this Warrant, the Holder shall not be entitled to any rights of
      a
      stockholder with respect to the Conversion Shares, including (without
      limitation) the right to vote such Conversion Shares, receive dividends or
      other
      distributions thereon, exercise preemptive rights or be notified of stockholder
      meetings, and except as otherwise provided in this Warrant or the Purchase
      Agreement, such Holder shall not be entitled to any stockholder notice or other
      communication concerning the business or affairs of the Company.

     

    9.  Transfer
      of Warrant.
      Subject
      to compliance with applicable federal and state securities laws and any other
      contractual restrictions between the Company and the Holder contained in the
      Purchase Agreement, this Warrant and all rights hereunder are transferable
      in
      whole or in part by the Holder to any person or entity upon written notice
      to
      the Company. Within a reasonable time after the Company's receipt of an executed
      Assignment Form in the form attached hereto (or a reasonably acceptable
      affidavit and indemnity undertaking in the case of a lost, stolen or destroyed
      warrant), the transfer shall be recorded on the books of the Company upon the
      surrender of this Warrant, properly endorsed, to the Company at its principal
      offices, and the payment to the Company of all transfer taxes and other
      governmental charges imposed on such transfer. In the event of a partial
      transfer, the Company shall issue to the new holders one or more appropriate
      new
      warrants.

     

    10.  Governing
      Law.
      This
      Warrant shall
      be
      governed by and construed under the laws of the State of California as applied
      to agreements among California residents, made and to be performed entirely
      within the State of California.

     

    11.  Successors
      and Assigns.
      The
      terms and provisions of this Warrant and the Purchase Agreement shall inure
      to
      the benefit of, and be binding upon, the Company and the holders hereof and
      their respective successors and assigns.

     

    12.  Titles
      and Subtitles.
      The
      titles and subtitles used in this Warrant are used for convenience only and
      are
      not to be considered in construing or interpreting this Warrant.

     

    13.  Value.
      The
      Company and the Holder agree that the fair market value of this Warrant shall
      equal to 0.01% of the principal amount of the Note to which it relates. The
      parties further agree that there shall be no actual interest associated with
      the
      Note as a result of any change in the Warrant Coverage Amount evidenced by
      this
      Warrant. The parties agree that all returns and reports and all financial
      statements shall be prepared in a manner consistent with (and the parties shall
      not otherwise take a tax position inconsistent with) the foregoing unless
      required by the Internal Revenue Service or any other applicable taxing
      authority.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    14.  Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed effectively given: (a) upon personal delivery to
      the
      party to be notified, (b) when sent by confirmed facsimile if sent during normal
      business hours of the recipient, and if not so confirmed, then on the next
      business day, (c) five (5) days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid, or (d) one (1) day
      after deposit with a nationally recognized overnight courier, specifying next
      day delivery, with written verification of receipt. All communications shall
      be
      sent to the respective parties at the following addresses (or at such other
      addresses as shall be specified by notice given in accordance with this Section
      14):

     

    If
      to the
      Company:

    


    Long-E
      International Group Co., Ltd.

    Akara
      Bldg. 24 De Castro Street Wickhams Cay 1

    Road
      Town
      Tortola, British Virgin Islands

    Attention:
      Chief Executive Officer

    


    If
      to
      Holders:

     

    As
      shown
      in the books and records of the Company.

     

    15.  Amendments
      and Waivers; Resolutions of Dispute; Notice.
      The
      amendment or waiver of any term of this Warrant, the resolution of any
      controversy or claim arising out of or relating to this Warrant and the
      provision of notice shall be conducted pursuant to the terms of the Purchase
      Agreement.

     

    16.  Severability.
      If any
      provision of this Warrant is held to be unenforceable under applicable law,
      such
      provision shall be excluded from this Warrant and the balance of the Warrant
      shall be interpreted as if such provision were so excluded and shall be
      enforceable in accordance with its terms.

     

    17. Entire
      Agreement.
      This
      Warrant comprises the entire understanding of the Parties with respect to the
      subject matter hereof and supersedes and replaces all prior or contemporaneous
      understandings of the parties.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Warrant as of the date above
      written,

    
      	 	 	 
	 	
              Long-e
                International Group Co., Ltd.

            
	 
 	 
 	 
 
	 	By:  	
              /s/
                Bu Shengfu

            
	 	
              

              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

    


    Long-e
      International Group Co., Ltd.

    Akara
      Bldg. 24 De Castro Street Wickhams Cay 1

    Road
      Town
      Tortola, British Virgin Islands

    Attention:
      Corporate Secretary

    


    The
      undersigned hereby elects to purchase, pursuant to the provisions of the
      Warrant, as follows:

     

    
      	 	
              ____

            	
              _____________
                shares of Common Stock pursuant to the terms of the attached Warrant,
                and
                tenders herewith payment in cash of the Exercise Price of such Conversion
                Shares in full, together with all applicable transfer taxes, if
                any.

            


    

     

    
      	 	
              ____

            	
              Net
                Exercise the attached Warrant with respect to __________ Conversion
                Shares.

            


    

     

    The
      undersigned hereby represents and warrants that Representations and Warranties
      in Section 6 of the Purchase Agreement are true and correct as of the date
      hereof.

    
      	 	 	 
	 	
              HOLDER:

            
	 
 	 
 	 
 
	
              Date:___________________ 

            	By:  	
            
	 	 	
              

            


    

    


    
      
        	 	
                
                  Address: 

                

              	
              
	 	 	
                
                  

                

                
                  

                  

                

              
	
                Name
                  in which shares should be registered:

                 

                
                  

                

              	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing Warrant, execute 

    this
      form
      and supply required information. 

    Do
      not
      use this form to purchase shares.)

     

    For
      Value Received,
      the
      foregoing Warrant and all rights evidenced thereby are hereby assigned
      to

     

    
      	
              Name: 

              
                

              

              (Please
                Print)

            
	
              Address: 

              
                

              

               (Please
                Print)

            
	
               

              Dated:
                _________________

            


    

     

    Holder’s

    Signature:  

    
      

    

     

    Holder’s

    Address:
       

    
      

    

    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant. Officers of corporations and those acting in a
      fiduciary or other representative capacity should provide proper evidence of
      authority to assign the foregoing Warrant.