EXHIBIT
      4.2

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED
      UNTIL
      (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES
      ACT”)
      SHALL
      HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT
      THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH
      SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE
      STATE
      SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN
      EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT.

    


    COMMON
      STOCK PURCHASE WARRANT

     

    To
      Purchase Shares of Common Stock of

     

    NEW
      DRAGON ASIA CORP.

     

    No.
      PAW-

     

    This
      is
      to Certify That, FOR VALUE RECEIVED, __________________. (the “Original
      Holder”),
      or
      its assigns (together, the “Holder”),
      is
      entitled to purchase, subject to the provisions of this Warrant, from New Dragon
      Asia Corp, a Florida corporation with offices at Suite 2808, International
      Chamber of Commerce Fuhua Three Road, Shenzhen, China (the “Company”),_________________________________
      fully paid, validly issued and nonassessable shares of common stock of the
      Company (the “Common
      Stock”).
      This
      Warrant is one of a series of placement agent warrants (collectively, the
“Warrants”)
      originally issued to the placement agent and its designees in connection with
      a
      private placement of securities of the Company pursuant to the Securities
      Purchase Agreement (the “Purchase
      Agreement”),
      dated
      _____________, among the Company and the purchasers as signatory
      thereto.

     

    (a)    EXERCISE
      PERIOD. This Warrant shall be exercisable at any time or from time to time
      during the period commencing _______ (the “Initial
      Exercise Date”)
      through _____________ (the “Termination
      Date”).
      The
      period from the Initial Exercise Date through the Termination Date is herein
      referred to as the “Exercise
      Period.”

     

    (b)    EXERCISE
      PRICE. The exercise price of this Warrant shall be $______ per share. The
      exercise price in effect at any time and as adjusted from time to time is
      hereinafter sometimes referred to as the “Exercise
      Price.”
      The
      shares of Common Stock deliverable upon such exercise, as adjusted from time
      to
      time, are hereinafter sometimes referred to as “Warrant
      Shares.”

     

    (c)    METHOD
      OF
      EXERCISE.

     

    (1)    This
      Warrant may be exercised in whole or in part at any time or from time to time
      during the Exercise Period; provided, however, that if the Termination Date
      is a
      day on which banking institutions in the State of New York are authorized by
      law
      to close, then on the next succeeding day which shall not be such a day. This
      Warrant may be exercised by presentation and surrender hereof to the Company
      at
      its principal office with the Purchase Form annexed hereto duly executed and
      accompanied by payment of the Exercise Price for the number of Warrant Shares
      specified in such form. The Company shall use its good faith efforts to deliver
      a certificate or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    certificates
      representing the Warrant Shares to the Holder within seven days after each
      such
      exercise of the Warrant and following the receipt of good and available funds
      registered in the name of the Holder or, subject to applicable securities laws,
      its designee. If this Warrant should be exercised in part only, the Company
      shall, upon surrender of this Warrant for cancellation, execute and deliver
      a
      new Warrant evidencing the rights of the Holder to purchase the balance of
      the
      Warrant Shares purchasable hereunder. Upon receipt by the Company of this
      Warrant at its office in proper form for exercise, together with a duly executed
      Purchase Form and payment of the Exercise Price for the number of Warrant Shares
      specified in such Purchase Form, the Holder shall be deemed to be the holder
      of
      record of the shares of Common Stock issuable upon such exercise,
      notwithstanding that the stock transfer books of the Company shall then be
      closed or that certificates representing such shares of Common Stock shall
      not
      then be physically delivered to the Holder.

     

    (2)    Provided
      there is a current market price for the Common Stock as provided in Sections
      (e)(1) or (e)(2) below, the Holder may, at its option, exercise this Warrant
      at
      any time during the Exercise Period on a cashless basis by exchanging this
      Warrant, in whole or in part, into the number of Warrant Shares determined
      in
      accordance with this Section (c)(2), by surrendering this Warrant at
      the
      principal office of the Company or at the office of its stock transfer agent,
      accompanied by a notice of cashless election. In such event, the Company shall
      issue the Holder a number of shares of Common Stock computed using the following
      formula:

    


    X = Y(A-B)/A

    


    
      
        	
              	where:	
                X = the
                  number of shares of Common Stock to be issued to
                  Holder.

              


      

      
        	 	 	Y = the
                number of shares of Common Stock for which this Warrant is being
                exercised.


      

      
        	 	 	A = the
                current market value of one (1) share of Common Stock Current market
                value
                shall have the meaning set forth Section (e) below, except
                that for
                purposes hereof, the date of exercise, as used in such Section (e),
                shall mean the date the cashless exercise notice is received by the
                Company.


      

      
        	 	 	B = Exercise
                Price.


      

    

     

    (d)    RESERVATION
      OF SHARES. The Company shall at all times reserve for issuance and/or delivery
      upon exercise of this Warrant such number of shares of its Common Stock as
      shall
      be required for issuance and delivery upon exercise of the
      Warrants.

     

    (e)    FRACTIONAL
      SHARES. No fractional shares or scrip representing fractional shares shall
      be
      issued upon the exercise of this Warrant. With respect to any fraction of a
      share called for upon any exercise hereof, the Company shall pay to the Holder
      an amount in cash equal to such fraction multiplied by the current market value
      of a share, determined as follows:

     

    (1)    If
      the
      Common Stock is listed on a national securities exchange or admitted to unlisted
      trading privileges on such exchange or listed for trading on The American Stock
      Exchange (”AMEX”),
      the
      current market value shall be the closing price of the Common Stock on such
      exchange or market on such trading day or if no such sale is made on such day,
      the average closing bid and asked prices for such day on such exchange or
      market; or

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (2)    If
      the
      Common Stock is not so listed or traded, the current market value shall be
      the
      mean of the last reported bid and asked prices reported by the NASD Electronic
      Bulletin Board (or its successor) on the last business day prior to the date
      of
      the exercise of this Warrant; or

     

    (3)    If
      the
      Common Stock is not so listed or admitted to unlisted trading privileges and
      bid
      and asked prices are not so reported, the current market value shall be an
      amount determined in such reasonable manner as may be prescribed by the Board
      of
      Directors of the Company.

     

    (f)    EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without
      expense, at the option of the Holder, upon presentation and surrender hereof
      to
      the Company or at the office of its stock transfer agent, if any, for other
      warrants of different denominations entitling the holder thereof to purchase
      in
      the aggregate the same number of shares of Common Stock purchasable hereunder.
      Upon surrender of this Warrant to the Company at its principal office or at
      the
      office of its stock transfer agent, if any, with the Assignment Form annexed
      hereto duly executed and funds sufficient to pay any transfer tax, the Company
      shall, without charge, execute and deliver a new Warrant in the name of the
      assignee named in such instrument of assignment and this Warrant shall promptly
      be canceled. This Warrant may be divided or combined with other warrants which
      carry the same rights upon presentation hereof at the principal office of the
      Company or at the office of its stock transfer agent, if any, together with
      a
      written notice specifying the names and denominations in which new Warrants
      are
      to be issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor and date. 

     

    (g)    RIGHTS
      OF
      THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights
      of
      a shareholder in the Company, either at law or equity, and the rights of the
      Holder are limited to those expressed in the Warrant and are not enforceable
      against the Company except to the extent set forth herein.

     

    (h)    ADJUSTMENT
      PROVISIONS. The Exercise Price in effect at any time and the number and kind
      of
      securities purchasable upon the exercise of the Warrants shall be subject to
      adjustment from time to time upon the happening of certain events as
      follows:

     

    (1)    In
      case
      the Company shall hereafter (i) declare a dividend or make a distribution
      on its outstanding shares of Common Stock in shares of Common Stock,
      (ii) subdivide or reclassify its outstanding shares of Common Stock
      into a
      greater number of shares, or (iii) combine or reclassify its outstanding
      shares of Common Stock into a smaller number of shares, the Exercise Price
      in
      effect at the time of the record date for such dividend or distribution or
      of
      the effective date of such subdivision, combination or reclassification shall
      be
      adjusted so that it shall equal the price determined by multiplying the Exercise
      Price by a fraction, the denominator of which shall be the number of shares
      of
      Common Stock outstanding after giving effect to such action, and the numerator
      of which shall be the number of shares of Common Stock outstanding immediately
      prior to such action. Such adjustment shall be made successively whenever any
      event listed above shall occur.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (2)    Whenever
      the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
      to
      Subsection (1) above, the number of Shares purchasable upon exercise
      of
      this Warrant shall simultaneously be adjusted by multiplying the number of
      Shares initially issuable upon exercise of this Warrant by the Exercise Price
      in
      effect on the date hereof and dividing the product so obtained by the Exercise
      Price, as adjusted.

     

    (3)    No
      adjustment in the Exercise Price shall be required unless such adjustment would
      require an increase or decrease of at least five cents ($0.05) in such price;
      provided, however, that any adjustments which by reason of this Section (h)(3)
      are not required to be made shall be carried forward and taken into account
      in
      any subsequent adjustment required to be made hereunder.

     

    (4)    In
      the
      event that at any time, as a result of an adjustment made pursuant to
      Subsection (1) above, the Holder of this Warrant thereafter shall become
      entitled to receive any shares of the Company, other than Common Stock,
      thereafter the number of such other shares so receivable upon exercise of this
      Warrant shall be subject to adjustment from time to time in a manner and on
      terms as nearly equivalent as practicable to the provisions with respect to
      the
      Common Stock contained in Subsections (1) to (3), inclusive
      above.

     

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

     

    (i)    CONSOLIDATION
      OR MERGER. If the Company shall at any time consolidate or merge with any other
      corporation or transfer all or substantially all of its assets, then the Company
      shall deliver written notice to the Holder of such merger, consolidation, or
      sale of assets at least thirty (30) days prior to the closing of such merger,
      consolidation, or sale of assets and this Warrant shall terminate and expire
      immediately prior to the closing of such merger, consolidation, or sale of
      assets. 

     

    (j)    REGISTRATION
      RIGHTS. The holders of the Warrants and the Warrant Shares or their transferees
      shall have the registration rights set forth in Purchase Agreement entered
      into
      in connection with the private placement, the provisions of which are
      incorporated by reference herein in their entirety. In addition, the Purchase
      Agreement contains certain restrictions, including provisions related to the
      transfer and sale of this warrant and the Warrant Shares which are binding
      upon
      the Holder hereof.

     

    (k)    REDEMPTION.

     

    (1)    On
      not
      less than 20 days’ written notice (the “Redemption
      Notice”)
      to the
      registered holders of the Warrants (the “Registered
      Holders”),
      the
      Warrants may be redeemed, at the option of the Company, at a price of $.01
      per
      Warrant (the “Call
      Price”),
      provided (i) the market price (determined in accordance with Section (e)(1)
      or
      (e)(2) hereof) shall exceed 300% of the Exercise Price for the 20 consecutive
      trading days ending on the fifth trading day prior to the date of the Redemption
      Notice (the “Trading
      Period”),
      (ii)
      the Common Stock shall have traded an average of not less than 50,000 shares
      per
      day during the Trading Period, (iii) the Warrant Shares have been registered
      for
      resale under the Securities Act or are otherwise freely salable in the public
      market pursuant to Rule 144(k) and (iv) the Warrants are then
      exercisable.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (2)    If
      the
      conditions set forth in Section (l)(1) are met, and the Company desires to
      exercise its right to redeem the Warrants, it shall mail a Redemption Notice
      to
      each of the Registered Holders, first class, postage prepaid, not later than
      the
      thirtieth day before the date fixed for redemption, at their last address as
      shall appear on the Company’s records. Any notice mailed in the manner provided
      herein shall be conclusively presumed to have been duly given whether or not
      the
      Registered Holder receives such notice.

     

    (3)    The
      Redemption Notice shall specify (i) the Call Price, (ii) the date fixed for
      redemption (the “Redemption
      Date”),
      (iii)
      the place where the Warrant Certificates shall be delivered and the Call Price
      paid, and (iv) that the right to exercise the Warrant shall terminate at 5:00
      P.M. (New York time) on the business day immediately preceding the Redemption
      Date. No failure to mail such notice nor any defect therein or in the mailing
      thereof shall affect the validity of the proceedings for such redemption except
      as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice
      was defective. An affidavit of the Warrant Agent or of the Secretary or an
      Assistant Secretary of the Company that notice of redemption has been mailed
      shall, in the absence of fraud, be prima facie evidence of the facts stated
      therein.

     

    (4)    Any
      right
      to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the
      business day immediately preceding the Redemption Date. On and after the
      Redemption Date, the Registered Holders shall have no further rights except
      to
      receive, upon surrender of the Warrant, the Call Price.

     

    (5)    From
      and
      after the Redemption Date, the Company shall, at the place specified in the
      Redemption Notice, upon presentation and surrender to the Company by or on
      behalf of the Registered Holder thereof of one or more Warrant Certificates
      evidencing Warrants to be redeemed, deliver or cause to be delivered to or
      upon
      the written order of such Registered Holder a sum in cash equal to the Call
      Price of each such 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
      Warrants called for redemption, such Warrants shall expire and become void
      and
      all rights hereunder and under the Warrant Certificates, except the right to
      receive payment of the Call Price, shall cease.

     

    (l)    MODIFICATION
      OF AGREEMENT. The provisions of this Warrant may from time to time be amended,
      modified or waived, if such amendment, modification or waiver is applicable
      to
      all of the Warrants and is in writing and consented to by the Company and the
      holders of at least a majority of the outstanding Warrants and Warrant Shares
      and such amendment, modification or waiver shall be binding upon the holder
      of
      this Warrant (and any assignee thereof) regardless of whether the Holder
      consented to such amendment, modification or waiver; provided that nothing
      shall
      prevent the Company and a registered holder from consenting to modifications
      to
      this Warrant which affect or are applicable to such registered holder
      only.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (m)    SECURITIES
      LAWS. Upon any issuance of Warrant Shares upon exercise of this Warrant, the
      Company will be required to comply with the requirements of (1) the Securities
      Act, (2) the Securities Exchange At of 1934, as amended, (3) any applicable
      listing requirements of any national securities exchange, (4) any state
      securities regulation or “Blue Sky” laws, and (5) requirements under any other
      law or regulation applicable to the issuance or transfer of such shares. If
      required by the Company, in connection with each issuance of Warrant Shares
      upon
      exercise of this Warrant, the Holder will give (x) assurances in writing,
      satisfactory to the Company, that such shares are not being purchased with
      a
      view to the distribution thereof in violation of applicable laws, (y) sufficient
      representations, warranties and information, in writing, to enable the Company
      to rely on exemptions from the registration or qualification requirements of
      applicable laws, if available, with respect to such exercise, and (z) the
      Holder’s cooperation to the Company in connection with such
      compliance.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

        
        

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name
      by
      its duly authorized officers.

     

    NEW
      DRAGON ASIA CORP.

     

    By: 
      ______________________________

    Name:
      Peter Mak

    Title: Chief
      Financial Officer

    


    Dated:
      

     

     

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

        
        

      

    

    PURCHASE
      FORM

     

    Dated
      ____________________

     

    (1)
      The
      undersigned hereby irrevocably elects to exercise the within Warrant to the
      extent of purchasing  
      shares
      of Common Stock of New Dragon Asia Corp. (or such number of shares of Common
      Stock or other securities or property to which the undersigned is entitled
      in
      lieu thereof or in addition thereto under the provisions of the
      Warrant).

     

    (2)
      The
      undersigned elects to exercise the within Warrant on a cashless basis pursuant
      to the provisions of Section (c)(2) of the Warrant by checking
      below:

    ______
      check if cashless exercise; or 

     

    (3)
      The
      undersigned encloses herewith a bank draft, certified check or money order
      payable to the Company in payment of the exercise price determined under, and
      on
      the terms specified in, the Warrant.

     

    (4)
      The
      undersigned hereby irrevocably directs that the said shares be issued and
      delivered as follows: 

     

          

    
      	
              Name(s)
                in Full

            	 	
              Address(es)

            	 	
              Number
                of Shares

            	 	
              S.S.
                or IRS #

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

     

    
      
        

      

    

    Signature
      of Subscriber

     

     

    
      
        

      

    

    Print
      Name

     

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    ASSIGNMENT
      FORM

     

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

     

    Name

    (Please
      typewrite or print in block letters)

     

    Address

     

    the
      right
      to purchase Common Stock represented by this Warrant to the extent of _____
      shares
      as
      to which such right is exercisable and does hereby irrevocably constitute and
      appoint Attorney,
      to transfer the same on the books of the Company with full power of substitution
      in the premises.

     

    Date

     

    Signature

    


    


    
      
        
        

      

      -9-