EXHIBIT
        4.5

       

      WARRANT
        AGREEMENT

       

      This
        Warrant Agreement (this “Agreement”) made as of _________ ___, 2005, by and
        between Everest Acquisition Corporation, a Delaware corporation, with offices
        at
        15/F, The Hong Kong Club Building, 3A Chater Road Central, Hong Kong
        (“Company”), and Continental Stock Transfer & Trust Company, a New York
        corporation, with offices at 17 Battery Place, New York, New York
        10004
        (“Warrant Agent”).

       

      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units
        (“Units”) and, in connection therewith, has determined to issue and deliver up
        to 36,800,000 warrants (“Public Warrants”) to the public investors, each of such
        Public Warrants evidencing the right of the holder thereof to purchase one
        share
        of common stock, par value $.0001 per share, of the Company’s Common Stock
        (“Common Stock”) for $5.00, subject to adjustment as described herein;


       

      WHEREAS,
        Jesup & Lamont Securities Corporation (“Jesup & Lamont”), which is
        acting as the representative of the underwriters in the IPO, has agreed that
        during the 45-day trading period beginning after separate trading of the
        Public
        Warrants commences, it will purchase, in the aggregate, 1,250,000 Public
        Warrants at prices not to exceed $0.70 per warrant; and

       

      WHEREAS,
        the Company has determined to issue and deliver up to 800,000 warrants
        (“Underwriters’ Warrants”) to Jesup & Lamont or its designees, each of such
        Underwriters’ Warrants evidencing the right of the holder thereof to purchase
        one share of Common Stock for $6.25, subject to adjustment as described herein
        (the Underwriters’ Warrants together with the Public Warrants, being referred to
        herein as the “Warrants”),

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission a Registration
        Statement, No. 333-______ on Form S-1 (“Registration Statement”) for the
        registration under the Securities Act of 1933, as amended (“Act”) of, among
        other securities, the Warrants and the Common Stock issuable upon exercise
        of
        the Warrants; and

       

      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Warrants;
        and

       

      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

       

      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

       

      1.    Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent for the Company
        for
        the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
        to perform the same in accordance with the terms and conditions set forth
        in
        this Agreement.

       

      2.    Warrants.

       

      2.1    Form
        of Warrant.
        Each
        Public Warrant and Underwriters’ Warrants shall be issued in registered form
        only, shall be in substantially the forms of Exhibit A and Exhibit B hereto,
        respectively, the provisions of which are incorporated herein and shall be
        signed by, or bear the facsimile signature of, the Chairman of the Board
        or
        Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of
        the
        Company and shall bear a facsimile of the Company’s seal. In the event the
        person whose facsimile signature has been placed upon any Warrant shall have
        ceased to serve in the capacity in which such person signed the Warrant before
        such Warrant is issued, it may be issued with the same effect as if he or
        she
        had not ceased to be such at the date of issuance.

       

      2.2    Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

       

      2.3    Registration.
        

       

      2.3.1    Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”) for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denominations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

       

      2.3.2    Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (“registered holder”), as the absolute
        owner of such Warrant and of each Warrant represented thereby (notwithstanding
        any notation of ownership or other writing on the Warrant Certificate made
        by
        anyone other than the Company or the Warrant Agent), for the purpose of any
        exercise thereof, and for all other purposes, and neither the Company nor
        the
        Warrant Agent shall be affected by any notice to the contrary.

       

      2.4    Detachability
        of Warrants.
        The
        securities comprising the Units will not be separately transferable until
        90
        trading days following the effective date of the Registration Statement is
        filed
        unless Jesup & Lamont informs the Company of its decision to allow earlier
        separate trading, but in no event will Jesup & Lamont allow separate trading
        of the securities comprising the Units until the Company files a Current
        Report
        on Form 8-K, which includes an audited balance sheet reflecting the receipt
        by
        the Company of the gross proceeds of the Public Offering including the proceeds
        received by the Company from the exercise of the Underwriter's over-allotment
        option, if the over-allotment option is exercised prior to the filing of
        the
        Form 8-K.

       

      
        
           

        

        
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      2.5    Public
        Warrants and Underwriters’ Warrants.
        Except
        for the exercise price, the Underwriters’ Warrants shall have the same terms and
        be in the same form as the Public Warrants.

       

      3.    Terms
        and Exercise of Warrants.

       

      3.1    Warrant
        Price.
        Each
        Public Warrant shall, when countersigned by the Warrant Agent, entitle the
        registered holder thereof, subject to the provisions of such Public Warrant
        and
        of this Warrant Agreement, to purchase from the Company the number of shares
        of
        Common Stock stated therein, at the price of $5.00 per whole share, subject
        to
        the adjustments provided in Section 4 hereof and in the last sentence of
        this
        Section 3.1. Each Underwriters’ Warrant shall, when countersigned by the Warrant
        Agent, entitle the registered holder thereof, subject to the provisions of
        such
        Underwriters’ Warrant and of this Warrant Agreement, to purchase from the
        Company the number of shares of Common Stock stated therein, at the price
        of
        $6.25 per whole share, subject to the adjustments provided in Section 4 hereof
        and in the last sentence of this Section 3.1. The term “Warrant Price” as used
        in this Warrant Agreement refers to the price per share at which Common Stock
        may be purchased at the time a Warrant is exercised. The Company in its sole
        discretion may lower the Warrant Price at any time prior to the Expiration
        Date;
        provided that any such reduction shall be identical in percentage terms among
        all of the Warrants. 

       

      3.2    Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        on the later of the consummation by the Company of a merger, capital stock
        exchange, asset acquisition or other similar business combination (“Business
        Combination”) (as described more fully in the Company’s Registration Statement)
        or _________ ___, 2006, and terminating at 5:00 p.m., New York City time
        on the
        earlier to occur of (i) ________ ___, 2009 or (ii) the date fixed
        for
        redemption of the Warrants as provided in Section 6 of this Agreement
        (“Expiration Date”). Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder), each Warrant not exercised on
        or
        before the Expiration Date shall become void, and all rights thereunder and
        all
        rights in respect thereof under this Agreement shall cease at the close of
        business on the Expiration Date. The Company in its sole discretion may extend
        the duration of the Warrants by delaying the Expiration Date; provided that
        any
        such extension shall be identical in duration among all of the Warrants.
        

       

      3.3    Exercise
        of Warrants.

       

      3.3.1    Payment.
        Subject
        to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the registered holder
        thereof by surrendering it, at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and by paying in full, in lawful money of the United States, in
        cash,
        good certified check or good bank draft payable to the order of the Company,
        the
        Warrant Price for each full share of Common Stock as to which the Warrant
        is
        exercised and any and all applicable taxes due in connection with the exercise
        of the Warrant, the exchange of the Warrant for the Common Stock, and the
        issuance of the Common Stock.

       

      
        
           

        

        
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      3.3.2    Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the registered
        holder of such Warrant a certificate or certificates for the number of full
        shares of Common Stock to which he is entitled, registered in such name or
        names
        as may be directed by him, and if such Warrant shall not have been exercised
        in
        full, a new countersigned Warrant for the number of shares as to which such
        Warrant shall not have been exercised. Notwithstanding the foregoing, the
        Company shall not be obligated to deliver any securities pursuant to the
        exercise of a Warrant unless (i) a registration statement under the Act with
        respect to the Common Stock is effective or (ii) in the opinion of counsel
        to
        the Company, the exercise of the Warrants is exempt from the registration
        requirements of the Act and such securities are qualified for sale or exempt
        from qualification under applicable securities laws of the states or other
        jurisdictions in which the registered holders reside. Warrants may not be
        exercised by, or securities issued to, any registered holder in any state
        in
        which such exercise would be unlawful. 

       

      3.3.3    Valid
        Issuance.
        All
        shares of Common Stock issued upon the proper exercise of a Warrant in
        conformity with this Agreement shall be validly issued, fully paid and
        nonassessable.

       

      3.3.4    Date
        of Issuance.
        Each
        person in whose name any such certificate for shares of Common Stock is issued
        shall for all purposes be deemed to have become the holder of record of such
        shares on the date on which the Warrant was surrendered and payment of the
        Warrant Price was made, irrespective of the date of delivery of such
        certificate, except that, if the date of such surrender and payment is a
        date
        when the stock transfer books of the Company are closed, such person shall
        be
        deemed to have become the holder of such shares at the close of business
        on the
        next succeeding date on which the stock transfer books are open.

       

      4.    Adjustments.

       

      4.1    Stock
        Dividends Split Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6, the
        number
        of outstanding shares of Common Stock is increased by a stock dividend payable
        in shares of Common Stock, or by a split up of shares of Common Stock, or
        other
        similar event, then, on the effective date of such stock dividend, split
        up or
        similar event, the number of shares issuable on exercise of each Warrant
        shall
        be increased in proportion to such increase in outstanding shares.

       

      4.2    Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6, the
        number
        of outstanding shares of Common Stock is decreased by a consolidation,
        combination, reverse stock split or reclassification of shares of Common
        Stock
        or other similar event, then, on the effective date of such consolidation,
        combination, reverse stock split, reclassification or similar event, the
        number
        of shares issuable on exercise of each Warrant shall be decreased in proportion
        to such decrease in outstanding shares.

       

      
        
           

        

        
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      4.3    Adjustments
        in Exercise Price.
        Whenever the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
        Price shall be adjusted (to the nearest cent) by multiplying such Warrant
        Price
        immediately prior to such adjustment by a fraction (x) the numerator of which
        shall be the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants immediately prior to such adjustment, and (y) the denominator
        of
        which shall be the number of shares of Common Stock so purchasable immediately
        thereafter.

       

      4.4    Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely
        affects the par value of such shares of Common Stock), or in the case of
        any
        merger or consolidation of the Company with or into another corporation (other
        than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Common Stock of the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, the kind and amount of shares of stock or
        other
        securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following
        any
        such sale or transfer, by a Warrant holder of the number of shares of Common
        Stock of the Company obtainable upon exercise of the Warrants immediately
        prior
        to such event; and if any reclassification also results in a change in shares
        of
        Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
        made
        pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions
        of
        this Section 4.4 shall similarly apply to successive reclassifications,
        reorganizations, mergers or consolidations, sales or other
        transfers.

       

      4.5    Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable on
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjustment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to the Warrant holder, at the last address set forth for such holder
        in
        the warrant register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

       

      4.6    No
        Fractional Shares.
        Notwithstanding any provision contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the
        holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to
        receive a fractional interest in a share, the Company shall, upon such exercise,
        round up to the nearest whole number the number of the shares of Common Stock
        to
        be issued to the Warrant holder.

       

      
        
           

        

        
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      4.7    Form
        of Warrant.
        The
        forms of Public Warrant and Underwriters’ Warrant need not be changed because of
        any adjustment pursuant to this Section 4, and Warrants issued after such
        adjustment may state the same Warrant Price and the same number of shares
        as is
        stated in the Warrants initially issued pursuant to this Agreement. However,
        the
        Company may at any time in its sole discretion make any change in the form
        of
        Warrant that the Company may deem appropriate and that does not affect the
        substance thereof, and any Warrant thereafter issued or countersigned, whether
        in exchange or substitution for an outstanding Warrant or otherwise, may
        be in
        the form as so changed.

       

      4.8    Notice
        of Certain Transactions.
        In the
        event that the Company shall propose to (a) offer the holders of its Common
        Stock rights to subscribe for or to purchase any securities convertible into
        shares of Common Stock or shares of stock of any class or any other securities,
        rights or options, (b) issue any rights, options or warrants entitling the
        holders of Common Stock to subscribe for shares of Common Stock or (c) make
        a
        tender offer or exchange offer with respect to the Common Stock, the Company
        shall send to the Warrant holders a notice of such proposed action or offer.
        Such notice shall be mailed to the registered holders at their addresses
        as they
        appear in the Warrant Register, which shall specify the record date for the
        purposes of such dividend, distribution or rights, or the date such issuance
        or
        event is to take place and the date of participation therein by the holders
        of
        Common Stock, if any such date is to be fixed, and shall briefly indicate
        the
        effect of such action on the Common Stock and on the number and kind of any
        other shares of stock and on other property, if any, and the number of shares
        of
        Common Stock and other property, if any, issuable upon exercise of each Warrant
        and the Warrant Price after giving effect to any adjustment pursuant to this
        Article 4 which would be required as a result of such action. Such notice
        shall
        be given as promptly as practicable after the Board of Directors of the Company
        (the “Board”) has determined to take any such action and (x) in the case of any
        action covered by clause (a) or (b) above at least 10 days prior to the record
        date for determining the holders of the Common Stock for purposes of such
        action
        or (y) in the case of any other such action at least 20 days prior to the
        date
        of the taking of such proposed action or the date of participation therein
        by
        the holders of Common Stock, whichever shall be the earlier.

       

      4.9    Other
        Events.
        If any
        event occurs as to which the foregoing provisions of this Article 4 are not
        strictly applicable or, if strictly applicable, would not, in the good faith
        judgment of the Board, fairly and adequately protect the purchase rights
        of the
        registered holders of the Warrants in accordance with the essential intent
        and
        principles of such provisions, then the Board shall make such adjustments
        in the
        application of such provisions, in accordance with such essential intent
        and
        principles, as shall be reasonably necessary, in the good faith opinion of
        the
        Board, to protect such purchase rights as aforesaid.

       

      5.    Transfer
        and Exchange of Warrants.

       

      5.1    Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.

       

      
        
           

        

        
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      5.2    Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and thereupon the Warrant Agent shall issue
        in
        exchange therefor one or more new Warrants as requested by the registered
        holder
        of the Warrants so surrendered, representing an equal aggregate number of
        Warrants; provided, however, that in the event that a Warrant surrendered
        for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend.

       

      5.3    Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

       

      5.4    Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

       

      5.5    Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose. 

       

      6.    Redemption.

       

      6.1    Redemption.
        Subject
        to Section 6.4 hereof, not less than all of the outstanding Warrants may
        be
        redeemed, at the option of the Company, at any time after they become
        exercisable and prior to their expiration, at the office of the Warrant Agent,
        upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
        (“Redemption Price”), provided that the last sales price of the Common Stock has
        been equal to or greater than $8.50 per share, on each of twenty (20) trading
        days within any thirty (30) trading day period ending on the third business
        day
        prior to the date on which notice of redemption is given. The provisions
        of this
        Section 6.1 may not be modified, amended or deleted without the prior written
        consent of Jesup & Lamont.

       

      6.2    Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Warrants, the Company
        shall
        fix a date for the redemption. Notice of redemption shall be mailed by first
        class mail, postage prepaid, by the Company not less than 30 days prior to
        the
        date fixed for redemption to the registered holders of the Warrants to be
        redeemed at their last addresses as they shall appear on the registration
        books.
        Any notice mailed in the manner herein provided shall be conclusively presumed
        to have been duly given whether or not the registered holder received such
        notice.

       

      6.3    Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised in accordance with Section 3 of this Agreement
        at any
        time after notice of redemption shall have been given by the Company pursuant
        to
        Section 6.2 hereof and prior to the time and date fixed for redemption. On
        and
        after the redemption date, the record holder of the Warrants shall have no
        further rights except to receive, upon surrender of the Warrants, the Redemption
        Price.

       

      
        
           

        

        
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      6.4    Outstanding
        Warrants Only.
        The
        Company understands that the redemption rights provided for by this Section
        6
        apply only to outstanding Warrants. To the extent a person holds rights to
        purchase Warrants, such purchase rights shall not be extinguished by redemption.
        However, once such purchase rights are exercised, the Company may redeem
        the
        Warrants issued upon such exercise provided that the criteria for redemption
        is
        met, including the opportunity of the Warrant holder to exercise prior to
        redemption pursuant to Section 6.3. The provisions of this Section 6.4 may
        not
        be modified, amended or deleted without the prior written consent of Jesup
&
        Lamont.

       

      7.    Other
        Provisions Relating to Rights of Holders of Warrants.

       

      7.1    No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

       

      7.2    Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

       

      7.3    Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this
        Agreement.

       

      7.4    Registration
        of Common Stock.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        file with the Securities and Exchange Commission a post-effective amendment
        to
        the Registration Statement, or a new registration statement, for the
        registration, under the Act, of, and it shall take such action as is necessary
        to qualify for sale, in those states in which the Warrants were initially
        offered by the Company, the Common Stock issuable upon exercise of the Warrants.
        In either case, the Company will use its best efforts to cause the same to
        become effective on or prior to the commencement of the Exercise Period and
        to
        maintain the effectiveness of such registration statement until the expiration
        of the Public Warrants and Underwriters’ Warrants in accordance with the
        provisions of this Agreement. The provisions of this Section 7.4 may not
        be
        modified, amended or deleted without the prior written consent of Jesup &
        Lamont.

       

      8.    Concerning
        the Warrant Agent and Other Matters.

       

      8.1    Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Common Stock upon the exercise of Warrants, but the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

       

      
        
           

        

        
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      8.2    Resignation,
        Consolidation, or Merger of Warrant Agent.

       

      8.2.1    Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appointment of a successor Warrant Agent. Any
        successor Warrant Agent, whether appointed by the Company or by such court,
        shall be a corporation organized and existing under the laws of the State
        of New
        York, in good standing and having its principal office in the Borough of
        Manhattan, City and State of New York, and authorized under such laws to
        exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent hereunder; and upon request of any
        successor Warrant Agent the Company shall make, execute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

       

      8.2.2    Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Common Stock not later than the effective date of any such
        appointment.

       

      8.2.3    Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

       

      8.3    Fees
        and Expenses of Warrant Agent.

       

      8.3.1    Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder and will reimburse the Warrant Agent upon
        demand
        for all expenditures that the Warrant Agent may reasonably incur in the
        execution of its duties hereunder.

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      8.3.2    Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reasonably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

       

      8.4    Liability
        of Warrant Agent.

       

      8.4.1    Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or established by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the President or Chairman of the Board
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Agreement.

       

      8.4.2    Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the Warrant Agent’s
        negligence, willful misconduct, or bad faith.

       

      8.4.3    Exclusions.
        The
        Warrant Agent shall have no responsibility with respect to the validity of
        this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it be responsible for any breach
        by the
        Company of any covenant or condition contained in this Agreement or in any
        Warrant; nor shall it be responsible to make any adjustments required under
        the
        provisions of Section 4 hereof or responsible for the manner, method, or
        amount
        of any such adjustment or the ascertaining of the existence of facts that
        would
        require any such adjustment; nor shall it by any act hereunder be deemed
        to make
        any representation or warranty as to the authorization or reservation of
        any
        shares of Common Stock to be issued pursuant to this Agreement or any Warrant
        or
        as to whether any shares of Common Stock will when issued be valid and fully
        paid and nonassessable. 

       

      8.5    Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and conditions herein set forth and among
        other things, shall account promptly to the Company with respect to Warrants
        exercised and concurrently account for, and pay to the Company, all moneys
        received by the Warrant Agent for the purchase of shares of the Company’s Common
        Stock through the exercise of Warrants.

       

      9.    Miscellaneous
        Provisions.

       

      9.1    Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of their respective
        successors and assigns.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      9.2    Notices.
        Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand or overnight delivery
        or if sent by certified mail or private courier service five days after deposit
        of such notice, postage prepaid, addressed (until another address is filed
        in
        writing by the Company with the Warrant Agent), as follows:

       

      Everest
        Acquisition Corporation

      15/F,
        The
        Hong Kong Club Building 

      3A
        Chater
        Road Central 

      Hong
        Kong


      Attn: Ashok
        S.
        Kothari, Chief Executive Officer

       

      Any
        notice, statement or demand authorized by this Agreement to be given or made
        by
        the holder of any Warrant or by the Company to or on the Warrant Agent shall
        be
        sufficiently given when so delivered if by hand or overnight delivery or
        if sent
        by certified mail or private courier service five days after deposit of such
        notice, postage prepaid, addressed (until another address is filed in writing
        by
        the Warrant Agent with the Company), as follows:

       

      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn: Compliance
        Department

       

      with
        a
        copy in each case to:

       

      Greenberg
        Traurig LLP

      MetLife
        Building

      200
        Park
        Avenue

      New
        York,
        New York 10166

      Attn: Alan
        I.
        Annex, Esq.

       

      and

       

      Thelen
        Reid & Priest LLP

      875
        Third
        Avenue

      New
        York,
        New York 10022

      Attn: Robert
        S.
        Matlin, Esq.

       

      and

       

      Jesup
        & Lamont Securities Corporation

      650
        Fifth
        Avenue

      New
        York,
        New York 10019

      Attn:
        David Rozinov

       

      


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      9.3    Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by the laws of the State of New York, without
        giving effect to conflict of laws. The Company hereby agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this
        Agreement shall be brought and enforced in the courts of the State of New
        York
        or the United States District Court for the Southern District of New York,
        and
        irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
        The Company hereby waives any objection to such exclusive jurisdiction and
        that
        such courts represent an inconvenience forum. Any such process or summons
        to be
        served upon the Company may be served by transmitting a copy thereof by
        registered or certified mail, return receipt requested, postage prepaid,
        addressed to it at the address set forth in Section 9.2 hereof. Such mailing
        shall be deemed personal service and shall be legal and binding upon the
        Company
        in any action, proceeding or claim.

       

      9.4    Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or corporation other than the parties hereto and the registered
        holders of the Warrants and, for the purposes of Sections 2.5, 6.1, 6.4,
        7.4,
        9.2 and 9.8 hereof, Jesup & Lamont, any right, remedy, or claim under or by
        reason of this Warrant Agreement or of any covenant, condition, stipulation,
        promise, or agreement hereof. Jesup & Lamont shall be deemed to be a
        third-party beneficiary of this Agreement with respect to Sections 2.5, 6.1,
        6.4, 7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises,
        and agreements contained in this Warrant Agreement shall be for the sole
        and
        exclusive benefit of the parties hereto (and Jesup & Lamont with respect to
        the Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors
        and
        assigns and of the registered holders of the Warrants.

       

      9.5    Examination
        of the Warrant Agreement.
        A copy
        of this Agreement shall be available at all reasonable times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by the registered holder of any Warrant. The Warrant Agent may
        require any such holder to submit his Warrant for inspection by it.

       

      9.6    Counterparts.
        This
        Agreement may be executed in any number of counterparts and each of such
        counterparts shall for all purposes be deemed to be an original, and all
        such
        counterparts shall together constitute but one and the same
        instrument.

       

      9.7    Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part of this
        Warrant Agreement and shall not affect the interpretation thereof.

       

      9.8    Amendments.
        This
        Agreement may be amended by the parties hereto without the consent of any
        registered holder for the purpose of curing any ambiguity, or of curing,
        correcting or supplementing any defective provision contained herein or adding
        or changing any other provisions with respect to matters or questions arising
        under this Agreement as the parties may deem necessary or desirable and that
        the
        parties deem shall not adversely affect the interest of the registered holders.
        All other modifications or amendments, including any amendment to increase
        the
        Warrant Price or shorten the Exercise Period, shall require the written consent
        of each of Jesup & Lamont and the registered holders of a majority of the
        then outstanding Warrants. Notwithstanding the foregoing, the Company may
        lower
        the Warrant Price or extend the duration of the Exercise Period in accordance
        with Sections 3.1 and 3.2, respectively, without such consent.

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

      9.9    Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.

       

      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
        as
        of the day and year first above written.

      
        	 	 
	
                Attest:

                 

                ______

              	
                EVEREST
                  ACQUISITION CORPORATION

                 

                By:___________________________________

                Ashok
                  S. Kothari, Chief Executive Officer

              
	 	 
	 	 
	
                Attest:
                  

                 

                ______

              	
                CONTINENTAL
                  STOCK TRANSFER & TRUST COMPANY

                 

                By:____________________________________

                Steven
                  G. Nelson, Chairman of the Board

              


      

       

      
 

      
        
           

        

          -13-