<PAGE>

                                                                    EXHIBIT 4.3



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 B WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                         CHINA MOBILITY SOLUTIONS, INC.
                (VOID AFTER EXPIRATION DATE - FEBRUARY [ ], 2009)

                          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 B 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 B
Warrant will be equal to $____ per share, subject to adjustment upon the
occurrence of the events described in Section 2 of this Class B Warrant.

         This Class B 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 Feburary [ ], 2009 ("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 three years from the Effective
Date of the Registration Statement in the event such date is prior to the
Initial Expiration Date. This Class B 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 B
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 B 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 B 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 B Warrants represented
          hereby, the Company shall cancel this Class B Warrant Certificate upon
          the surrender hereof and shall execute and deliver a new Class B
          Warrant Certificate or Class B Warrant Certificates of like tenor for
          the balance of such Class B Warrants. The Company agrees that the
          shares of Common Stock purchased under this Class B 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 B 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 B Warrant have been so
          exercised, and in any event, within three (3) business days of such
          exercise and delivery of the Excise Price. The Company shall, no later
          than the close of business on the second (2nd) 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
          one (1) business day 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 B 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 own 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 B 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 [ ], 2009, 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 B 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 B Warrant Shares ("AGGREGATE WARRANT
          PRICE"), or the proportionate part thereof if this Class B Warrant is
          exercised in part. Payment for the Class B Warrant Shares shall be
          made by wire, or check payable to the order of the Company. If this
          Class B Warrant is exercised in part, this Class B Warrant must be
          exercised for a number of whole shares of the Common Stock, and the
          Holder is entitled to receive a new Class B Warrant covering the Class
          B Warrant Shares which have not been exercised and setting forth the
          proportionate part of the Aggregate Warrant Price applicable to such
          Class B Warrant Shares. Upon such surrender of this Class B 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 B
          Warrant, or the proportionate part thereof if this Class B Warrant is
          exercised in part, pursuant to the provisions of this Class B Warrant.

     1.3  CASHLESS EXERICSE.

          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

          where:


                                       3
<PAGE>

               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 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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.



                                       8
<PAGE>

                    (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.

                    (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 B 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 B 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 B Warrant upon exercise for the same
          aggregate Exercise Price the total number, and kind of shares as he
          would have owned had the Class B 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 B 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 B Warrant shall be made without charge to the Holder
     of the Class B 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 B Warrant being exercised.

                                       10
<PAGE>

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 B Warrant.

5.   NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in
     this Class B 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 B Warrant,
     the interest represented hereby, or the shares purchasable hereunder until,
     and only to the extent that, this Class B Warrant shall have been
     exercised, subject to the Holder's rights under Section 2 of this Class B
     Warrant. The Holder of this Class B 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 B Warrant and of
     the holder of shares of Common Stock issued upon exercise of this Class B
     Warrant, shall survive the exercise of this Class B 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
          B 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 B 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 B Warrant, except for any filing
          required by applicable federal and state securities laws, which filing
          will be effective by the time required thereby.

                                       11
<PAGE>

     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.

     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 B 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
          B 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 B
          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 B 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 B Warrant or the Common Stock
               issuable upon exercise of the Class B 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 B
               Warrant and the Common Stock issuable upon exercise of this Class
               B 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 B 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.

                                       12
<PAGE>

         8.1.3 DISPOSITION OF HOLDERS RIGHTS. In no event will the Holder make
               a disposition of the Class B Warrant or the Common Stock issuable
               upon exercise of the Class B 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 B Warrant or
               for such shares of stock not bearing any restrictive legend.

         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 B Warrant, or (ii) the Common Stock issuable upon
               exercise of the Class B Warrant, it may be required to hold such
               securities for an indefinite period. The Holder also understands
               that any sale of the Class B Warrant or the Common Stock issuable
               upon exercise of the Class B 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.

                                       13
<PAGE>

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


9. MODIFICATION AND WAIVER. This Class B 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 B 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 B
Warrant (including any Class B 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 B WARRANT. The Holder may sell, transfer, assign,
pledge or otherwise dispose of this Class B 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 B Warrant shall be transferred and, if less than all of this
Class B Warrant is transferred, the number of Warrant Shares to be covered by
the part of this Class B Warrant to be transferred to each such person. Within
three (3) Business Days of receiving a Transfer Notice and the original of this
Class B Warrant, the Company shall deliver to the each transferee designated by
the Holder a Class B Warrant(s) of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Class B Warrant is
transferred, shall deliver to the Holder a Class B 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 B 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 B Warrant shall survive
the exercise and termination of this Class B 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 Class B Warrant shall be for the sole and
exclusive benefit of the Holder and nothing in this Class B 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 B Warrant are inserted for
convenience only and do not constitute a part of this Class B Warrant. This
Class B 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 B 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 B Warrant, the Company, at its expense,
will make and deliver a new Class B Warrant, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Class B Warrant.

15. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of
this Class B 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 B Warrant may be redeemed at the option of the
Company, at a redemption price of $.001 per Class B Warrant, at any time
commencing 12 months from the Effective Date of the Registration Statement and
until 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 B 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 B 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 B Warrant except to receive the $.001 per
Class B Warrant upon surrender of this Certificate. All Class B 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 Redemption Date; (iii) the place where Class B Warrant Certificates shall be
delivered and the redemption price paid; and (iv) that the right to exercise the
Class B 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 B 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 B 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 B Warrants called for redemption, such
Class B 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 B 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
transfersunto

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

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

_____________________of the Class B Warrants represented by this Class B
Warrant Certificate, and hereby irrevocably constitutes and appoints
_________________________________________ Attorney to transfer this Class B
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 B 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.