<PAGE>
                                                                     EXHIBIT 4.2



THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933
ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                       CLASS A WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                         CHINA MOBILITY SOLUTIONS, INC.
                (VOID AFTER EXPIRATION DATE - FEBRUARY [ ], 2008)

                           Issue Date: ________, 2005

         This certifies that _______ or his successors or assigns ("HOLDER")
shall be entitled to purchase from CHINA MOBILITY SOLUTIONS, INC., a Florida
corporation ("COMPANY"), having its principal place of business at 900-789 West
Pender Street, Vancouver, B.C. Canada V6C 1H2, _______ fully paid and
non-assessable shares of the Company's common stock, par value $.001 per share
("COMMON STOCK"), at a price per share equal to the Exercise Price (as defined
below).

         This Class A Warrant is being issued in connection with an offering
("OFFERING") to purchase $2,000,000 principal amount (with up to $1,350,000 of
over-subscriptions) of convertible debentures at a per unit ("Unit") purchase
price ("Purchase Price") of $25,000 and pursuant to the terms of that certain
Debenture Purchase and Warrant Agreement dated as of June 30, 2005 (the
"Purchase Agreement"). The Offering is being made only to Investors who qualify
as "accredited investors" as such term is defined in Rule 501 of Regulation D
under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Purchase Agreement.

         The initial exercise price (the "EXERCISE PRICE") of this Class A
Warrant will be equal to $___ per share, subject to adjustment upon the
occurrence of the events described in Section 2 of this Class A Warrant.

         This Class A Warrant shall be exercisable into shares of Common Stock
at any time, or from time-to-time, up to and including 5:00 p.m. (New York time)
on February [ ] 2008 ("EXPIRATION DATE"), provided, however, if such date is not
a Business Day, then on the Business Day immediately following such date). The
Expiration Date shall be modified to equal two years from the Effective Date of
the Registration Statement in the event such date is prior to the Initial
Expiration Date. This Class A Warrant is exercisable in whole or in part upon
the surrender to the Company at its principal place of business (or at such
other location as the Company may advise the Holder in writing) of this Class A
Warrant properly endorsed with a form of subscription in substantially the form
attached hereto duly filled in and signed and, if applicable, upon payment in
cash or by check of the aggregate Exercise Price for the number of shares for
which this Class A Warrant is being exercised as determined in accordance with
the provisions hereof.



<PAGE>

1. Exercise; Issuance of Certificates; Payment for Shares.

    1.1  GENERAL. This Class A Warrant is exercisable in full, or in part for
         10,000 or more shares, in increments of 10,000 shares, except for the
         final exercise which may be for the remainder, at the option of the
         Holder of record at any time or from time, to time, up to the
         Expiration Date for all of the shares of Common Stock (but not for a
         fraction of a share) which may be purchased hereunder. In the case of
         the exercise of less than all of the Class A Warrants represented
         hereby, the Company shall cancel this Class A Warrant Certificate upon
         the surrender hereof and shall execute and deliver a new Class A
         Warrant Certificate or Class A Warrant Certificates of like tenor for
         the balance of such Class A Warrants. The Company agrees that the
         shares of Common Stock purchased under this Class A Warrant shall be
         and are deemed to be issued to the Holder hereof as the record owner of
         such shares as of the close of business on the date on which the
         exercise notice (attached hereto as Schedule A or B) is delivered to
         the Company via facsimile; provided, however, that in such case this
         Class A Warrant shall be surrendered to the Company within three (3)
         business days. Certificates for the shares of Common Stock so
         purchased, together with any other securities or property to which the
         Holder is entitled upon such exercise, shall be delivered to the Holder
         by the Company at the Company's expense within a reasonable time after
         the rights represented by this Class A Warrant have been so exercised,
         and in any event, within three business days of such exercise and
         delivery of the Exercise Price. The Company shall, no later than the
         close of business on the first business day following the date on which
         the Company receives the exercise notice by facsimile transmission
         issue and deliver to the Company's Transfer Agent irrevocable
         instructions to issue and deliver or cause to be delivered to such
         Holder the number of Warrant Shares exercised within two business days
         thereafter by either express mail or hand delivery. Each Common Stock
         certificate so delivered shall be in such denominations of 10,000 or
         more shares of Common Stock, in increments of 10,000, as may be
         requested by the Holder hereof and shall be registered on the Company's
         books in the name designated by such Holder, provided that no Holder of
         this Class A Warrant shall be permitted to exercise any warrants to the
         extent that such exercise would cause any Holder to be the beneficial
         owner of more than 4.999% of the then outstanding Company's Common
         Stock, at that given time (as determined in accordance with Section
         13(d) of the Securities Exchange Act of 1934, as amended, and the rules
         thereunder) . This limitation shall not be deemed to prevent any Holder
         from acquiring more than an aggregate of 4.999% of the Common Stock, so
         long as such Holder does not beneficially own, or have the right to
         beneficially more than 4.999% of the Company's Common Stock at any
         given time. The limitations contained herein shall cease to apply upon
         sixty-one (61) days' prior written notice from the Holder to the
         Company.


                                       2
<PAGE>

    1.2  EXERCISE FOR CASH

         This Class A Warrant may be exercised, in whole at any time or in part
         from time to time, commencing on the date hereof and prior to 5:00
         P.M., New York time, on February [ ], 2008, by the Holder by the
         facsimile delivery of the exercise notice, as attached hereto, on the
         date of the exercise and by surrender of this Class A Warrant within
         three (3) business days from the exercise day at the address set forth
         hereof, together with proper payment of the aggregate Exercise Price
         payable hereunder for the Class A Warrant Shares ("AGGREGATE WARRANT
         PRICE"), or the proportionate part thereof if this Class A Warrant is
         exercised in part. Payment for the Class A Warrant Shares shall be made
         by wire, or check payable to the order of the Company. If this Class A
         Warrant is exercised in part, this Class A Warrant must be exercised
         for a number of whole shares of the Common Stock, and the Holder is
         entitled to receive a new Class A Warrant covering the Class A Warrant
         Shares which have not been exercised and setting forth the
         proportionate part of the Aggregate Warrant Price applicable to such
         Class A Warrant Shares. Upon such surrender of this Class A Warrant the
         Company will (a) issue a certificate or certificates in the name of the
         Holder for the largest number of whole shares of the Common Stock to
         which the Holder shall be entitled and (b) deliver the other securities
         and properties receivable upon the exercise of this Class A Warrant, or
         the proportionate part thereof if this Class A Warrant is exercised in
         part, pursuant to the provisions of this Class A Warrant.

    1.3  Cashless Exercise

         If an effective Registration Statement is not available for the resale
    of all of the Warrant Shares issuable hereunder at the time an Exercise
    Notice is delivered to the Company, the Holder may pay the Exercise Price
    through a cashless exercise (a "Cashless Exercise"), as hereinafter
    provided. The Holder may effect a Cashless Exercise by surrendering this
    Warrant to the Company and noting on the Exercise Notice that the Holder
    wishes to effect a Cashless Exercise, upon which the Company shall issue to
    the Holder the number of Warrant Shares determined as follows:

                           X = Y x (A-B)/A


                                       3
<PAGE>


         where:

                   X = the number of Warrant Shares to be issued to the Holder;

                   Y = the number of Warrant Shares with respect to which this
         Warrant is being exercised;

                   A = the Market Price (as defined in the Section 2.4 below) as
                   of the Exercise Date; and

                   B = the Exercise Price.

         For purposes of Rule 144, it is intended and acknowledged that the
Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for the Warrant Shares
required by Rule 144 shall be deemed to have been commenced, on the Issue Date.

    1.4  SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants
         and agrees that all shares of Common Stock which may be issued upon the
         exercise of the rights represented by this Class A Warrant will, upon
         issuance, be duly authorized, validly issued, fully paid and
         nonassessable and free from all preemptive rights of any shareholder
         and free of all taxes, liens and charges with respect to the issue
         thereof. The Company further covenants and agrees that, during the
         period within which the rights represented by this Class A Warrant may
         be exercised, the Company will at all times have authorized and
         reserved, for the purpose of issue or transfer upon exercise of the
         subscription rights evidenced by this Class A Warrant, a sufficient
         number of shares of authorized but unissued Common Stock, when and as
         required to provide for the exercise of the rights represented by this
         Class A Warrant. The Company will take all such action as may be
         necessary to assure that such shares of Common Stock may be issued as
         provided herein without violation of any applicable law or regulation,
         or of any requirements of any domestic securities exchange upon which
         the Common Stock or other securities may be listed; provided, however,
         that the Company shall not be required to effect a registration under
         federal or state securities laws with respect to such exercise other
         than as required by the Registration Rights Agreement. The Company will
         not take any action which would result in any adjustment of the
         Exercise Price if the total number of shares of Common Stock issuable
         after such action upon exercise of all outstanding warrants, together
         with all shares of Common Stock then outstanding and all shares of
         Common Stock then issuable upon exercise of all options and upon the
         conversion of all convertible securities then outstanding, would exceed
         the total number of shares of Common Stock or Equity Securities then
         authorized by the Company's Articles of Incorporation ("COMPANY
         CHARTER").



                                       4
<PAGE>

    1.5  BUY-IN. In addition to any other rights available to a Holder, if the
         Company fails to deliver to the Holder a certificate representing
         Warrant Shares by the third Trading Day after the date on which
         delivery of such certificate is required by this Warrant, and if after
         such third Trading Day the Holder purchases (in an open market
         transaction or otherwise) shares of Common Stock to deliver in
         satisfaction of a sale by the Holder on or after the Exercise Date of
         the Warrant Shares that the Holder anticipated receiving from the
         Company (a "BUY-IN"), then the Company shall, within three Trading Days
         after the Holder's request and in the Holder's discretion, either (i)
         pay cash to the Holder in an amount equal to the Holder's total
         purchase price (including brokerage commissions, if any) for the shares
         of Common Stock so purchased (the "BUY-IN PRICE"), at which point the
         Company's obligation to deliver such certificate (and to issue such
         Common Stock) shall terminate, or (ii) promptly honor its obligation to
         deliver to the Holder a certificate or certificates representing such
         Common Stock and pay cash to the Holder in an amount equal to the
         excess (if any) of the Buy-In Price over the product of (A) such number
         of shares of Common Stock, times (B) the Closing Price on the date of
         the event giving rise to the Company's obligation to deliver such
         certificate. Notwithstanding the foregoing, the Company shall have no
         liability under this subsection for the Buy-In Price if it has compiled
         with the requirements of subsection 1.1 above and notwithstanding it
         using its best efforts to have its transfer agent deliver the Warrant
         Shares to the Holders within three trading days of the Holder's request
         such Warrant Shares are not delivered on a timely basis.

2. DETERMINATION OR ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and the number of shares purchasable upon the exercise of this
Class A Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 2. Upon each adjustment
of the Exercise Price, the Holder of this Class A Warrant shall thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment, the
number of shares obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.

    2.1  SUBDIVISION OR COMBINATION OF COMMON STOCK. In case the Company shall
         at any time subdivide or reclassify its outstanding shares of Common
         Stock into a greater number of shares, the Exercise Price in effect
         immediately prior to such subdivision shall be proportionately reduced,
         and conversely, in case the outstanding shares of Common Stock of the
         Company shall be combined or reclassified into a smaller number of
         shares, the Exercise Price in effect immediately prior to such
         combination shall be proportionately increased.

    2.2  DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If
         at any time or from time to time the holders of Common Stock (or any
         shares of stock or other securities at the time receivable upon the
         exercise of this Class A Warrant) shall have received or become
         entitled to receive, without payment therefore:



                                       5
<PAGE>

    2.2.1  Stock, Common Stock or any shares of capital stock or other
           securities which are at any time directly or indirectly convertible
           into or exchangeable for Common Stock, or any rights or options to
           subscribe for, purchase or otherwise acquire any of the foregoing by
           way of dividend or other distribution,

    2.2.2  Any cash paid or payable otherwise than as a cash dividend, or

    2.2.3  Stock, Common Stock or additional capital stock or other securities
           or property (including cash) by way of spinoff, split-up,
           reclassification, combination of shares or similar corporate
           rearrangement, (other than shares of Common Stock issued as a stock
           split or adjustments in respect of which shall be covered by the
           terms of Section 2.1 above), then and in each such case, the Holder
           hereof shall, upon the exercise of this Class A Warrant, be entitled
           to receive, in addition to the number of shares of Common Stock or
           other capital stock receivable thereupon, and without payment of any
           additional consideration therefor, the amount of stock and other
           securities and property (including cash in the cases referred to in
           clause (2.2.2) above and this clause (2.2.3)) which such Holder would
           hold on the date of such exercise had he been the holder of record of
           such Common Stock as of the date on which holders of Common Stock
           received or became entitled to receive such shares or all other
           additional stock and other securities and property.

    2.3    REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.

    2.3.1  If any recapitalization, reclassification or reorganization of the
           capital stock of the Company, or any consolidation or merger of the
           Company with another corporation, or the sale of all or substantially
           all of its assets or other transaction shall be effected in such a
           way that holders of Common Stock shall be entitled to receive stock,
           securities, or other assets or property (an "ORGANIC CHANGE"), then,
           as a condition of such Organic Change, lawful and adequate provisions
           shall be made by the Company whereby the Holder hereof shall
           thereafter have the right, upon exercise of this Class A Warrant, to
           purchase and receive (in lieu of the shares of the Common Stock of
           the Company immediately theretofore purchasable and receivable upon
           the exercise of the rights represented by this Class A Warrant) such
           shares of stock, securities or other assets or property as may be
           issued or payable with respect to or in exchange for a number of
           outstanding shares of such Common Stock equal to the number of shares
           of such stock immediately theretofore purchasable and receivable upon
           the exercise of the rights represented by this Class A Warrant. In
           the event of any Organic Change, appropriate provision shall be made
           by the Company with respect to the rights and interests of the Holder
           of this Class A Warrant to the end that the provisions hereof
           (including, without limitation, provisions for adjustments of the
           Exercise Price and of the number of shares purchasable and receivable
           upon the exercise of this Class A Warrant) shall thereafter be
           applicable, in relation to any shares of stock, securities or assets
           thereafter deliverable upon the exercise hereof. The Company will not
           effect any such consolidation, merger or sale unless, prior to the
           consummation thereof, the successor corporation (if other than the
           Company) resulting from such consolidation or the corporation
           purchasing such assets shall assume by written instrument executed
           and mailed or delivered to the Holder hereof at the last address of
           such Holder appearing on the books of the Company, the obligation to
           deliver to such Holder, upon Holder's exercise of this Class A
           Warrant and payment of the purchase price in accordance with the
           terms hereof, such shares of stock, securities or assets as, in
           accordance with the foregoing provisions, such Holder may be entitled
           to purchase.

                                       6
<PAGE>

    2.3.2  No adjustment of the Exercise Price, however, shall be made in an
           amount less than $.01 per Share, but any such lesser adjustment shall
           be carried forward and shall be made at the time and together with
           the next subsequent adjustment which together with any adjustments so
           carried forward shall amount to $.01 per Share or more.

    2.4    Dilutive Issuances.

           (i) Adjustment Upon Dilutive Issuance. If, at any time prior to the
    Expiration Date, the Company issues or sells any shares of Common Stock or
    any equity or equity equivalent securities (including any equity, debt or
    other instrument that is at any time over the life thereof convertible into
    or exchangeable for Common Stock or other securities which are so
    convertible or exchangeable) (collectively, "Common Stock Equivalents") for
    per share consideration less than the Exercise Price on the date of such
    issuance or sale, (a "Dilutive Issuance") (if the holder of the Common Stock
    or Common Stock Equivalent so issued shall at any time, whether by operation
    of purchase price adjustments, reset provisions, floating conversion,
    exercise or exchange prices or otherwise, or due to warrants, options or
    rights per share which is issued in connection with such issuance, be
    entitled to receive shares of Common Stock at a price per share which is
    less than the Exercise Price, such issuance shall be deemed to have occurred
    for less than the Exercise Price) then the Exercise Price shall be adjusted
    so as to equal the consideration received or receivable by the Company (on a
    per share basis) for the additional shares of Common Stock or Common Stock
    Equivalents so issued, sold or deemed issued or sold in such Dilutive
    Issuance (which, in the case of a deemed issuance or sale, shall be
    calculated in accordance with subparagraph (ii) below). Such adjustment
    shall be made whenever such Common Stock or Common Stock Equivalents are
    issued.

                                       7
<PAGE>

           (ii) Effect On Exercise Price Of Certain Events. For purposes of
    determining the adjusted Exercise Price under subparagraph (i) of this
    paragraph (c), the following will be applicable:

           (A) Issuance of Common Stock Equivalents. If the Company issues or
    sells any Common Stock Equivalents, whether or not immediately convertible,
    exercisable or exchangeable, and the price per share for which Common Stock
    is issuable upon such conversion, exercise or exchange is less than the
    Exercise Price in effect on the date of issuance or sale of such Common
    Stock Equivalents, then the maximum total number of shares of Common Stock
    issuable upon the conversion, exercise or exchange of all such Common Stock
    Equivalents shall, as of the date of the issuance or sale of such Common
    Stock Equivalents, be deemed to be outstanding and to have been issued and
    sold by the Company for such price per share.

           (B) Change in Conversion Rate. If, following an adjustment to the
    Exercise Price upon the issuance of Common Stock Equivalents pursuant to a
    Dilutive Issuance, there is a change at any time in (y) the amount of
    additional consideration, if any, payable to the Company upon the
    conversion, exercise or exchange of any Common Stock Equivalents; or (z) the
    rate at which any Common Stock Equivalents are convertible into or
    exercisable or exchangeable for Common Stock (in each such case, other than
    under or by reason of provisions designed to protect against dilution), then
    in any such case, the Exercise Price in effect at the time of such change
    shall be readjusted to the Exercise Price which would have been in effect at
    such time had such Common Stock Equivalents still outstanding provided for
    such changed additional consideration or changed conversion, exercise or
    exchange rate, as the case may be, at the time initially issued or sold.

           (C) Calculation of Consideration Received. If any Common Stock or
    Common Stock Equivalents are issued or sold for cash, the consideration
    received therefor will be the amount received by the Company therefor. In
    case any Common Stock or Common Stock Equivalents are issued or sold for a
    consideration part or all of which shall be other than cash, including in
    the case of a strategic or similar arrangement in which the other entity
    will provide services to the Company, purchase services from the Company or
    otherwise provide intangible consideration to the Company, the amount of the
    consideration other than cash received by the Company (including the net
    present value of the consideration other than cash expected by the Company
    for the provided or purchased services) shall be the fair market value of
    such consideration, except where such consideration consists of publicly
    traded securities, in which case the amount of consideration received by the
    Company will be the Market Price thereof on the date of receipt. The term
    "Market Price" means, as of a particular date, the average of the high and
    low price of the Common Stock for the ten (10) consecutive Trading Days
    occurring immediately prior to (but not including) any given date, as
    reported in the Principal Market. In case any Common Stock or Common Stock
    Equivalents are issued in connection with any merger or consolidation in
    which the Company is the surviving corporation, the amount of consideration
    therefor will be deemed to be the fair market value of such portion of the
    net assets and business of the non-surviving corporation as is attributable
    to such Common Stock or Common Stock Equivalents. The independent members of
    the Company's Board of Directors shall calculate reasonably and in good
    faith, using standard commercial valuation methods appropriate for valuing
    such assets, the fair market value of any consideration other than cash or
    securities.



                                       8
<PAGE>

                  (D) Issuances Without Consideration Pursuant to Existing
         Securities. If the Company issues (or becomes obligated to issue)
         shares of Common Stock pursuant to any anti-dilution or similar
         adjustments (other than as a result of stock splits, stock dividends
         and the like) contained in any Common Stock Equivalents outstanding as
         of the date hereof, then all shares of Common Stock so issued shall be
         deemed to have been issued for no consideration.

                           (iii) Exceptions To Adjustment Of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made
pursuant to this paragraph (c) upon the issuance of any Excluded Securities. For
purposes hereof, "Excluded Securities" means (A) securities purchased under the
Agreement; (B) securities issued upon conversion of the Debentures or exercise
of the Warrants; (C) shares of Common Stock issuable or issued to (x) employees
or directors from time to time either directly or upon the exercise of options,
in such case granted or to be granted in the discretion of the Board of
Directors, as approved by the independent members of the Board, pursuant to one
or more stock option plans or stock purchase plans in effect as of the Closing
Date or subsequently approved by the independent members of the Board of
Directors and by the Company's stockholders, or (y) to consultants or vendors,
either directly or pursuant to warrants to purchase Common Stock that are
outstanding on the date hereof or up to 100,000 shares of Common Stock, in the
aggregate, issued hereafter, provided such issuances are approved by the
independent members of the Board of Directors or by the Company's stockholders;
and (D) shares of Common Stock issued in connection with any Common Stock
Equivalents outstanding on the date hereof.

                           (iv) Adjustments; Additional Shares, Securities or
Assets. In the event that at any time, as a result of an adjustment made
pursuant to this Section 2.4, each Holder shall, upon conversion of such
Holder's Warrants, become entitled to receive securities or assets (other than
Common Stock) then, wherever appropriate, all references herein to shares of
Common Stock shall be deemed to refer to and include such shares and/or other
securities or assets; and thereafter the number of such shares and/or other
securities or assets shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions of
this Section 2.4.

                                       9
<PAGE>

         2.5 CERTAIN EVENTS. If any change in the outstanding Common Stock of
         the Company or any other event occurs as to which the other provisions
         of this Section 2 are not strictly applicable or if strictly applicable
         would not fairly protect the purchase rights of the Holder of the Class
         A Warrant in accordance with such provisions, then the Board of
         Directors of the Company shall make an adjustment in the number and
         class of shares available under the Class A Warrant, the Exercise Price
         or the application of such provisions, so as to protect such purchase
         rights as aforesaid. The adjustment shall be such as will give the
         Holder of the Class A Warrant upon exercise for the same aggregate
         Exercise Price the total number, and kind of shares as he would have
         owned had the Class A Warrant been exercised prior to the event and had
         he continued to hold such shares until after the event requiring
         adjustment.

         2.6   NOTICES OF CHANGE.

               2.6.1   Upon any determination or adjustment in the number or
                       class of shares subject to this Class A Warrant and of
                       the Exercise Price, the Company shall give written notice
                       thereof to the Holder, setting forth in reasonable detail
                       and certifying the calculation of such determination or
                       adjustment.

               2.6.2   The Company shall give written notice to the Holder at
                       least 20 business days prior to the date on which the
                       Company closes its books or takes a record for
                       determining rights to receive any dividends or
                       distributions.

               2.6.3   The Company shall also give written notice to the Holder
                       at least 20 days prior to the date on which an Organic
                       Change shall take place.

3. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the
exercise of the Class A Warrant shall be made without charge to the Holder of
the Class A Warrant for any issue tax (other than any applicable income taxes)
in respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the then
Holder of the Class A Warrant being exercised.

4. CLOSING OF BOOKS. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of stock issued or issuable
upon the exercise of any warrant in any manner which interferes with the timely
exercise of this Class A Warrant.



                                       10
<PAGE>

5. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in
this Class A Warrant shall be construed as conferring upon the Holder hereof the
right to vote as a shareholder of the Company. No dividends or interest shall be
payable or accrued in respect of this Class A Warrant, the interest represented
hereby, or the shares purchasable hereunder until, and only to the extent that,
this Class A Warrant shall have been exercised, subject to the Holder's rights
under Section 2 of this Class A Warrant. The Holder of this Class A Warrant
shall receive all notices as if a shareholder of the Company. No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by its creditors.

6. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and
obligations of the Company, of the Holder of this Class A Warrant and of the
holder of shares of Common Stock issued upon exercise of this Class A Warrant,
shall survive the exercise of this Class A Warrant.

7. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

               7.1     ARTICLES AND BYLAWS. The Company has made available to
                       Holder true, complete and correct copies of the Company
                       Charter and Bylaws, as amended, through the date hereof.

               7.2     DUE AUTHORITY. The execution and delivery by the Company
                       of this Class A Warrant and the performance of all
                       obligations of the Company hereunder, including the
                       issuance to Holder of the right to acquire the shares of
                       Common Stock, have been duly authorized by all necessary
                       corporate action on the part of the Company, and the
                       Class A Warrant is not inconsistent with the Company
                       Charter or Bylaws and constitutes a legal, valid and
                       binding agreement of the Company, enforceable in
                       accordance with its terms.

               7.3     CONSENTS AND APPROVALS. No consent or approval of, giving
                       of notice to, registration with, or taking of any other
                       action in respect of any state, federal or other
                       governmental authority or agency is required with respect
                       to the execution, delivery and performance by the Company
                       of its obligations under this Class A Warrant, except for
                       any filing required by applicable federal and state
                       securities laws, which filing will be effective by the
                       time required thereby.

               7.4     ISSUED SECURITIES. All issued and outstanding shares of
                       capital stock of the Company have been duly authorized
                       and validly issued and are fully paid and nonassessable.
                       All outstanding shares of capital stock were issued in
                       full compliance with all federal and state securities
                       laws.

                                       11
<PAGE>

               7.5     EXEMPT TRANSACTION. Subject to the accuracy of the
                       Holders representations in Section 8 hereof, the issuance
                       of the Common Stock upon exercise of this Class A Warrant
                       will constitute a transaction exempt from (i) the
                       registration requirements of Section 5 of the Securities
                       Act of 1933, as amended ("1933 ACT"), in reliance upon
                       Section 4(2) thereof, or upon the applicable exemption
                       under Regulation D, and (ii) the qualification
                       requirements of the applicable state securities laws.

               7.6     COMPLIANCE WITH RULE 144. At the written request of the
                       Holder, who proposes to sell Common Stock issuable upon
                       the exercise of the Class A Warrant in compliance with
                       Rule 144 promulgated by the Securities and Exchange
                       Commission, the Company shall furnish to the Holder,
                       within five (5) days after receipt of such request, a
                       written statement confirming the Company's compliance
                       with the filing requirements of the Securities and
                       Exchange Commission as set forth in such Rule, as such
                       Rule may be amended from time to time.

               7.7     REGISTRATION. The shares of Common Stock underlying this
                       Class A Warrant are subject to a Registration Rights
                       Agreement dated as of the date hereof between the Company
                       and the Holder, the terms of which are incorporated by
                       reference herein.

8. REPRESENTATIONS AND COVENANTS OF THE HOLDER.

   8.1   This Class A Warrant has been entered into by the Company in reliance
         upon the following representations and covenants of the Holder:

         8.1.1 INVESTMENT PURPOSE. The Class A Warrant or the Common Stock
               issuable upon exercise of the Class A Warrant will be acquired
               for investment and not with a view to the sale or distribution of
               any part thereof, and the Holder has no present intention of
               selling or engaging in any public distribution of the same except
               pursuant to a registration or exemption.

         8.1.2 PRIVATE ISSUE. The Holder understands (i) that the Class A
               Warrant and the Common Stock issuable upon exercise of this Class
               A Warrant are not registered under the 1933 Act or qualified
               under applicable state securities laws on the ground that the
               issuance contemplated by this Class A Warrant will be exempt from
               the registration and qualifications requirements thereof, and
               (ii) that the Company's reliance on such exemption is predicated
               on the representations set forth in this Section 8.

         8.1.3 DISPOSITION OF HOLDERS RIGHTS. In no event will the Holder make a
               disposition of the Class A Warrant or the Common Stock issuable
               upon exercise of the Class A Warrant unless and until (i) it
               shall have notified the Company of the proposed disposition, and
               (ii) if requested by the Company, it shall have furnished the
               Company with an opinion of counsel (which counsel may either be
               inside or outside counsel to the Holder) satisfactory to the
               Company and its counsel to the effect that (A) appropriate action
               necessary for compliance with the 1933 Act has been taken, or (B)
               an exemption from the registration requirements of the 1933 Act
               is available. Notwithstanding the foregoing, the restrictions
               imposed upon the transferability of any of its rights to acquire
               Common Stock issuable on the exercise of such rights do not apply
               to transfers from the beneficial owner of any of the
               aforementioned securities to its nominee or from such nominee to
               its beneficial owner, and shall terminate as to any particular
               share of stock when (1) such security shall have been effectively
               registered under the 1933 Act and sold by the Holder thereof in
               accordance with such registration or (2) such security shall have
               been sold without registration in compliance with Rule 144 under
               the 1933 Act, or (3) a letter shall have been issued to the
               Holder at its request by the staff of the Securities and Exchange
               Commission or a ruling shall have been issued to the Holder at
               its request by such Commission stating that no action shall be
               recommended by such staff or taken by such Commission, as the
               case may be, if such security is transferred without registration
               under the 1933 Act in accordance with the conditions set forth in
               such letter or ruling and such letter or ruling specifies that no
               subsequent restrictions on transfer are required. Whenever the
               restrictions imposed hereunder shall terminate, as hereinabove
               provided, the Holder or holder of a share of stock then
               outstanding as to which such restrictions have terminated shall
               be entitled to receive from the Company, without expense to such
               Holder, one or more new certificates for the Class A Warrant or
               for such shares of stock not bearing any restrictive legend.

                                       12
<PAGE>

         8.1.4 FINANCIAL RISK. The Holder has such knowledge and experience in
               financial and business matters as to be capable of evaluating the
               merits and risks of its investment, and has the ability to bear
               the economic risks of its investment.

         8.1.5 RISK OF NO REGISTRATION. The Holder understands that if the
               Company does not file reports pursuant to Section 15(d) and/or
               Section 12(g), of the Securities Exchange Act of 1934 ("1934
               ACT"), or if a registration statement covering the securities
               under the 1933 Act is not in effect when it desires to sell (i)
               the Class A Warrant, or (ii) the Common Stock issuable upon
               exercise of the Class A Warrant, it may be required to hold such
               securities for an indefinite period. The Holder also understands
               that any sale of the Class A Warrant or the Common Stock issuable
               upon exercise of the Class A Warrant which might be made by it in
               reliance upon Rule 144 under the 1933 Act may be made only in
               accordance with the terms and conditions of that Rule.

         8.1.6 ACCREDITED INVESTOR. The Holder is an "accredited investor"
               within the meaning of Regulation D promulgated under the 1933
               Act.



                                       13
<PAGE>

9. MODIFICATION AND WAIVER. This Class A Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by (a) the party against which enforcement of the same is sought or (b)
the Company and the holders of at least a majority of the number of shares into
which the Class A Warrants are exercisable (without regard to any limitation
contained herein on such exercise), it being understood that upon the
satisfaction of the conditions described in (a) and (b) above, each Class A
Warrant (including any Class A Warrant held by the Holder who did not execute
the agreement specified in (b) above) shall be deemed to incorporate any
amendment, modification, change or waiver effected thereby as of the effective
date thereof. Notwithstanding the foregoing, no modification to this Section 9
will be effective against any Holder without his consent.

10. TRANSFER OF THIS CLASS A WARRANT. The Holder may sell, transfer, assign,
pledge or otherwise dispose of this Class A Warrant, in whole or in part, as
long as such sale or other disposition is made pursuant to an effective
registration statement or an exemption from the registration requirements of the
Securities Act. Upon such transfer or other disposition (other than a pledge),
the Holder shall deliver this Warrant to the Company together with a written
notice to the Company, substantially in the form of the Transfer Notice attached
hereto as Exhibit B (the "Transfer Notice"), indicating the person or persons to
whom this Class A Warrant shall be transferred and, if less than all of this
Class A Warrant is transferred, the number of Warrant Shares to be covered by
the part of this Class A Warrant to be transferred to each such person. Within
three (3) Business Days of receiving a Transfer Notice and the original of this
Class A Warrant, the Company shall deliver to the each transferee designated by
the Holder a Class A Warrant(s) of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Class A Warrant is
transferred, shall deliver to the Holder a Class A Warrant for the remaining
number of Warrant Shares.

11. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered mail, return receipt requested, addressed to each of the other
parties thereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten days advance written notice.



                                       14
<PAGE>

12. BINDING EFFECT ON SUCCESSORS; BENEFIT. As provided in Section 2.3 above,
this Class A Warrant shall be binding upon any corporation succeeding the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets. All of the obligations of the Company relating to the
Common Stock issuable upon the exercise of this Class A Warrant shall survive
the exercise and termination of this Class A Warrant. All of the covenants and
agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder hereof. This Series A Warrant shall be for the sole and
exclusive benefit of the Holder and nothing in this Series A Warrant shall be
construed to confer upon any person other than the Holder any legal or equitable
right, remedy or claim hereunder.

13. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the
several sections and paragraphs of this Class A Warrant are inserted for
convenience only and do not constitute a part of this Class A Warrant. This
Class A Warrant shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by the laws of the State of New York.

14. LOST WARRANTS. The Company represents and warrants to the Holder hereof that
upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Class A Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Class A Warrant, the Company, at its expense,
will make and deliver a new Class A Warrant, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Class A Warrant.

15. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of
this Class A Warrant. The Company shall, in lieu of issuing any fractional
share, pay the Holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Exercise Price.

16. REDEMPTION. This Class A Warrant may be redeemed at the option of the
Company, at a redemption price of $.001 per Class A Warrant, at any time between
six months from the Effective Date of the Registration Statement and the
Expiration Date upon 30 day written notice delivered to the Holder, provided:
(a) the Closing Bid or last sales price of the Common Stock issuable upon
exercise of such Class A Warrant has been at least 175% of the Exercise Price
for twenty (20) consecutive trading days ending not more than 3 days prior to
the date of notice of redemption; (b) there is an effective registration
statement with a current prospectus available covering the shares of Common
Stock issuable upon exercise of this Class A Warrant; and (c) no public
announcement of a pending or proposed Organic Change has occurred that has not
been consummated. If any of the foregoing conditions shall cease to be satisfied
at any time during the required period, then the Holder may elect to nullify the
Redemption Notice in which case the Redemption Notice shall be null and void, ab
initio. On and after the date fixed for redemption, the Holder shall have no
rights with respect to this Class A Warrant except to receive the $.001 per
Class A Warrant upon surrender of this Certificate. All Class A Warrants must be
redeemed if any are redeemed. The Company covenants and agrees that it will
honor all Exercise Notices tendered through the Business Day immediately
preceding the Redemption Date. The redemption payment shall be made in cash on
date fixed for redemption in the Company's notice of redemption, as described
below (the "Redemption Date"). The redemption payment is due in full on the
Redemption Date.




                                       15
<PAGE>

         The notice of redemption shall specify: (i) the Redemption Price; (ii)
the date fixed for redemption (the "REDEMPTION DATE"); (iii) the place where
Class A Warrant Certificates shall be delivered and the redemption price paid;
and (iv) that the right to exercise the Class A Warrants shall terminate at 5:00
p.m. EST on the Business Day immediately preceding the Redemption Date. An
affidavit of the Secretary or an Assistant Secretary of the Company that notice
of redemption has been mailed shall, in the absence of fraud, be conclusive
evidence of the facts stated therein.

         From and after the Redemption Date, the Company shall, at the place
specified in the notice of redemption, upon presentation and surrender to the
Company by or on behalf of the Holder thereof of this Class A Warrant, deliver
or cause to be delivered to or upon the written order of such holder a sum of
cash equal to the Redemption Price of each such Class A Warrant. From and after
the Redemption Date and upon the deposit or setting aside by the Company of a
sum sufficient to redeem all the Class A Warrants called for redemption, such
Class A Warrants shall expire and become void and all rights hereunder and shall
cease, except the right, if any, to receive payment of the Redemption Price.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this [ ] day of August,
2005.



                            CHINA MOBILITY SOLUTIONS, INC.,
                            a Florida corporation


                            By:
                                 ------------------------------
                                 Name:   Xiao-Qing (Angela) Du
                                 Title:  President

                                 Address:
                                 China Mobility Solutions, Inc.
                                 900-789 West Pender Street
                                 Vancouver, B.C. Canada V6C 1H2

                                 Phone:   (604) 632-9638
                                 Fax:     (604) 408-8515
                                 E-mail: investors@chinamobilitysolutions.com





                                       16
<PAGE>








                                   SCHEDULE A

                                SUBSCRIPTION FORM

Date:  _________________, _______


China Mobility Solutions, Inc. - Attn:  President

Ladies and Gentlemen:

         The undersigned hereby elects to exercise the Class A Warrant issued to
it by China Mobility Solutions, Inc. ("COMPANY") and dated ______ ___ ____,
("WARRANT") and to purchase thereunder __________________________________ shares
of the Common Stock of the Company ("SHARES") at a purchase price of
________________ ($______) per Share or an aggregate purchase price of
__________________ ________________ Dollars ($__________) ("EXERCISE PRICE").

         Pursuant to the terms of the Warrant, the undersigned has delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.

                                                     Very truly yours,




















<PAGE>




                                   ASSIGNMENT

                          To Be Executed by the Holder
                           in Order to Assign Warrants

FOR VALUE RECEIVED, ______________________________________________________
hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

                     --------------------------------------
                     [please print or type name and address]

_____________________of the Class A Warrants represented by this Class A Warrant
Certificate, and hereby irrevocably constitutes and appoints
_________________________________________ Attorney to transfer this Class A
Warrant Certificate on the books of the Company, with full power of substitution
in the premises.


Dated:                                    x
       --------------------------          -------------------------------------
                                                   Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS CLASS A WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.