Exhibit
        4.1

      


      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      SERIES
        A
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      LIHUA
        INTERNATIONAL, INC.

       

      Expires
        October 31, 2013

      


      
        	
                No.: ______

              	
                Number of Shares: Up to ___________            

              
	 	 
	
                Date
                  of Issuance: October 31, 2008

              	
                 

              


      

       

      FOR
        VALUE
        RECEIVED, the undersigned, Lihua International, Inc., a Delaware corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that ____________________________________ (the “Holder”)
        or its
        registered assigns is entitled to subscribe for and purchase, during the
        Term
        (as hereinafter defined), up to ____________________________________
        (_____________) shares (subject to adjustment as hereinafter provided) of
        the
        duly authorized, validly issued, fully paid and non-assessable Common Stock
        of
        the Issuer, at an exercise price per share equal to the Warrant Price then
        in
        effect, subject, however, to the provisions and upon the terms and conditions
        hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
        defined herein shall have the respective meanings specified in Section 9
        hereof.

       

      1.
 
        Term.
        The
        term of this Warrant shall commence on October 31, 2008 and shall expire
        at 6:00
        p.m., Eastern Time, on October 31, 2013 (such period being the “Term”
and
        such date, the “Termination
        Date”).

       

      2.
 
        Method
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.

       

      (a)
          Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for such number of shares of Common Stock set forth above,
        which
        number is equal to twenty two percent (22%) of the number of shares of Common
        Stock into which the Series A Convertible Preferred Stock issued by the Issuer
        to the Holder on the Original Issue Date pursuant to the Purchase Agreement
        may
        be converted. 

       

      (b)
          Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed
        (“Notice
        of Exercise”))
        at
        the principal office of the Issuer, and by the payment to the Issuer of an
        amount of consideration therefor equal to the Warrant Price in effect on
        the
        date of such exercise multiplied by the number of shares of Warrant Stock
        with
        respect to which this Warrant is then being exercised, payable at such Holder’s
        election (i) by certified or official bank check or by wire transfer to an
        account designated by the Issuer, (ii) by “cashless exercise” in accordance with
        the provisions of subsection (c) of this Section 2, or (iii) by a combination
        of
        the foregoing methods of payment selected by the Holder of this
        Warrant.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (c)
          Cashless
        Exercise.
        Notwithstanding any provision herein to the contrary and commencing eighteen
        (18) months following the Original Issue Date, if (i) the Per Share Market
        Value
        of one share of Common Stock is greater than the Warrant Price (at the date
        of
        calculation as set forth below) and (ii) a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is not then
        in
        effect by the date such registration statement is required to be effective
        pursuant to the Registration Rights Agreement (as defined in Section 8 hereof)
        or not effective at any time during the Effectiveness Period (as defined
        in the
        Registration Rights Agreement) in accordance with the terms of the Registration
        Rights Agreement, in lieu of exercising this Warrant by payment of cash,
        the
        Holder may elect to exercise this Warrant by a cashless exercise and shall
        receive the number of shares of Common Stock equal to an amount (as determined
        below) by surrender of this Warrant at the principal office of the Issuer
        together with the properly endorsed Notice of Exercise in which event the
        Issuer
        shall issue to the Holder a number of shares of Common Stock computed using
        the
        following formula:

      


      
        	
                 

              	
                X
                  =
                  Y - (A)(Y)

              
	
                 

              	
                B

              
	
                 

              	
                 

              	
                 

              
	
                Where

              	
                X
                  =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                Y
                  =

              	
                the
                  number of shares of Warrant Stock issuable upon exercise of this
                  Warrant
                  in accordance with the terms of this Warrant by means of a cash
                  exercise
                  rather than a cashless exercise.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                A
                  =

              	
                the
                  Warrant Price.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                B
                  =

              	
                the
                  Per Share Market Value of one share of Common Stock on the Trading
                  Day
                  immediately preceding the date of such
                  election.

              


      

       

      (d)
          Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding five (5) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect
        or that the shares of Warrant Stock are otherwise exempt from registration),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding five (5) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such exercise is in connection with a sale or other exemption
        from registration by which the shares may be issued without a restrictive
        legend
        and the Issuer and its transfer agent are participating in DTC through the
        DWAC
        system. The Holder shall deliver this original Warrant, or an indemnification
        undertaking with respect to such Warrant in the case of its loss, theft or
        destruction, at such time that this Warrant is fully exercised. With respect
        to
        partial exercises of this Warrant, the Issuer shall keep written records
        for the
        Holder of the number of shares of Warrant Stock exercised as of each date
        of
        exercise.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (e)
          Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall: (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the price at which the sell order giving rise to such purchase obligation
        was executed, and (2) at the option of the holder, either reinstate the portion
        of the Warrant and equivalent number of shares of Warrant Stock for which
        such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of shares of Common Stock with
        an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
        available to it hereunder, at law or in equity including, without limitation,
        a
        decree of specific performance and/or injunctive relief with respect to the
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.

       

      (f)
          Transferability
        of Warrant.
        Subject
        to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      (g)
          Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided
        that if
        any such Holder shall fail to make any such request, the failure shall not
        affect the continuing obligation of the Issuer to afford such rights to such
        Holder.

      


      (h)
          Compliance
        with Securities Laws.

       

      (i)
          The Holder of this Warrant, by acceptance hereof, acknowledges that this
        Warrant and the shares of Warrant Stock to be issued upon exercise hereof
        are
        being acquired solely for the Holder’s own account and not as a nominee for any
        other party, and for investment, and that the Holder will not offer, sell
        or
        otherwise dispose of this Warrant or any shares of Warrant Stock to be issued
        upon exercise hereof except pursuant to an effective registration statement,
        or
        an exemption from registration, under the Securities Act and any applicable
        state securities laws.

       

      (ii)
          Except as provided in paragraph (iii) below, this Warrant and all
        certificates representing shares of Warrant Stock issued upon exercise hereof
        shall be stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (iii)
          The Issuer agrees to reissue this Warrant or certificates representing
        any of the Warrant Stock, without the legend set forth above if at such time,
        prior to making any transfer of any such securities, the Holder shall give
        written notice to the Issuer describing the manner and terms of such transfer.
        Such proposed transfer will not be effected until: (a) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that the registration of such securities under the Securities Act
        is not
        required in connection with such proposed transfer, (ii) a registration
        statement under the Securities Act covering such proposed disposition has
        been
        filed by the Issuer with the United States Securities and Exchange Commission
        and has become effective under the Securities Act, or (iii) the Issuer has
        received other evidence reasonably satisfactory to the Issuer that such
        registration and qualification under the Securities Act and state securities
        laws are not required; and (b) either (i) the Issuer has received an opinion
        of
        counsel reasonably satisfactory to the Issuer, to the effect that registration
        or qualification under the securities or “blue sky” laws of any state is not
        required in connection with such proposed disposition, or (ii) compliance
        with
        applicable state securities or “blue sky” laws has been effected or a valid
        exemption exists with respect thereto. The Issuer will respond to any such
        notice from a holder within five (5) Trading Days. In the case of any proposed
        transfer under this Section 2(h), the Issuer will use reasonable efforts
        to
        comply with any such applicable state securities or “blue sky” laws, but shall
        in no event be required, (x) to qualify to do business in any state where
        it is
        not then qualified, (y) to take any action that would subject it to tax or
        to
        the general service of process in any state where it is not then subject,
        or (z)
        to comply with state securities or “blue sky” laws of any state for which
        registration by coordination is unavailable to the Issuer. The restrictions
        on
        transfer contained in this Section 2(h) shall be in addition to, and not
        by way
        of limitation of, any other restrictions on transfer contained in any other
        section of this Warrant. Whenever a certificate representing the Warrant
        Stock
        is required to be issued to the Holder without a legend, in lieu of delivering
        physical certificates representing the Warrant Stock, the Issuer shall cause
        its
        transfer agent to electronically transmit the Warrant Stock to the Holder
        by
        crediting the account of the Holder or Holder’s Prime Broker with DTC through
        its DWAC system (to the extent not inconsistent with any provisions of this
        Warrant or the Purchase Agreement).

       

      (i)
          Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      3.
 
        Stock
        Fully Paid; Reservation and Listing of Shares; Covenants.

       

      (a)
          Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred thirty percent
        (130%) of the number of shares of Common Stock issuable upon exercise of
        this
        Warrant without regard to any limitations on exercise.

       

      (b)
          Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified, in accordance with the terms and provisions
        of the
        Registration Rights Agreement. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided
        that
        such Warrant Stock has been registered pursuant to a registration statement
        under the Securities Act then in effect), and, to the extent permissible
        under
        the applicable securities exchange rules, all unissued shares of Warrant
        Stock
        which are at any time issuable hereunder, so long as any shares of Common
        Stock
        shall be so listed. The Issuer will also so list on each securities exchange
        or
        market, and will maintain such listing of, any other securities which the
        Holder
        of this Warrant shall be entitled to receive upon the exercise of this Warrant
        if at the time any securities of the same class shall be listed on such
        securities exchange or market by the Issuer.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (c)
          Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Certificate of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the
        Certificate of Incorporation or by-laws of the Issuer in any manner that
        would
        adversely affect the rights of the Holders of the Warrants, (iii) take all
        such
        action as may be reasonably necessary in order that the Issuer may validly
        and
        legally issue fully paid and nonassessable shares of Common Stock, free and
        clear of any liens, claims, encumbrances and restrictions (other than as
        provided herein) upon the exercise of this Warrant, and (iv) use its best
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be reasonably
        necessary to enable the Issuer to perform its obligations under this
        Warrant.

       

      (d)
          Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.

       

      (e)
          Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      4.
 
        Adjustment
        of Warrant Price.
        The
        price at which such shares of Warrant Stock may be purchased upon exercise
        of
        this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (a)
          Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i)
          In case the Issuer after the Original Issue Date shall do any of the
        following (each, a “Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided
        ,
however
        , the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further
        , such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). In the event that the surviving entity pursuant to any such
        Triggering Event is not a public company that is registered pursuant to the
        Exchange Act of 1934, as amended, or its common stock is not listed or quoted
        on
        a national securities exchange, national automated quotation system or the
        OTC
        Bulletin Board, then the Holder at its option may elect to receive an amount
        in
        unregistered shares of the common stock of the surviving entity equal to
        the
        value of this Warrant calculated in accordance with the Black-Scholes
        formula.

       

      (ii)
          In the event that the Holder has elected not to exercise this Warrant
        prior to the consummation of a Triggering Event and has also elected not
        to
        receive an amount in unregistered shares equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula pursuant to the
        provisions of Section 4(a)(i) above, so long as the surviving entity pursuant
        to
        any Triggering Event is a company that has a class of equity securities
        registered pursuant to the Exchange Act and its common stock is listed or
        quoted
        on a national securities exchange, national automated quotation system or
        the
        OTC Bulletin Board, the surviving entity and/or each Person (other than the
        Issuer) which may be required to deliver any Securities, cash or property
        upon
        the exercise of this Warrant as provided herein shall assume, by written
        instrument delivered to, and reasonably satisfactory to, the Holder of this
        Warrant, (A) the obligations of the Issuer under this Warrant (and if the
        Issuer
        shall survive the consummation of such Triggering Event, such assumption
        shall
        be in addition to, and shall not release the Issuer from, any continuing
        obligations of the Issuer under this Warrant) and (B) the obligation to deliver
        to such Holder such Securities, cash or property as, in accordance with the
        foregoing provisions of this subsection (a), such Holder shall be entitled
        to
        receive, and the surviving entity and/or each such Person shall have similarly
        delivered to such Holder an opinion of counsel for the surviving entity and/or
        each such Person, which counsel shall be reasonably satisfactory to such
        Holder,
        or in the alternative, a written acknowledgement executed by the President
        or
        Chief Financial Officer of the Issuer, stating that this Warrant shall
        thereafter continue in full force and effect and the terms hereof (including,
        without limitation, all of the provisions of this subsection (a)) shall be
        applicable to the Securities, cash or property which the surviving entity
        and/or
        each such Person may be required to deliver upon any exercise of this Warrant
        or
        the exercise of any rights pursuant hereto.

       

      (b)
          Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:

       

      (i)
          make or issue or set a record date for the holders of the Common Stock
        for the purpose of entitling them to receive a dividend payable in, or other
        distribution of, shares of Common Stock,


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      (ii)
          subdivide its outstanding shares of Common Stock into a larger number of
        shares of Common Stock, or

       

      (iii)
          combine its outstanding shares of Common Stock into a smaller number of
        shares of Common Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      (c)
          Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (i)
          cash,

       

      (ii)
          any evidences of its indebtedness, any shares of stock of any class or
        any other securities or property of any nature whatsoever (other than cash,
        Common Stock Equivalents or Additional Shares of Common Stock), or

       

      (iii)
          any warrants or other rights to subscribe for or purchase any evidences
        of its indebtedness, any shares of stock of any class or any other securities
        or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment. A reclassification of the Common Stock (other than a change
        in
        par value, or from par value to no par value or from no par value to par
        value)
        into shares of Common Stock and shares of any other class of stock shall
        be
        deemed a distribution by the Issuer to the holders of its Common Stock of
        such
        shares of such other class of stock within the meaning of this Section 4(c)
        and,
        if the outstanding shares of Common Stock shall be changed into a larger
        or
        smaller number of shares of Common Stock as a part of such reclassification,
        such change shall be deemed a subdivision or combination, as the case may
        be, of
        the outstanding shares of Common Stock within the meaning of Section
        4(b).

      


      (d)
          Issuance
        of Additional Shares of Common Stock.

       

      Commencing
        on the Original Issue Date and ending on the two (2) year anniversary of
        the
        Original Issue Date, in the event the Issuer shall issue any Additional Shares
        of Common Stock (otherwise than as provided in the foregoing subsections
        (a)
        through (c) of this Section 4), at a price per share less than the Warrant
        Price
        then in effect or without consideration, then the Warrant Price upon each
        such
        issuance shall be reduced, concurrently with such issue or sale, to such
        lesser
        price paid for such Additional Shares of Common Stock. 



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      No
        adjustment of the number of shares of Common Stock for which this Warrant
        shall
        be exercisable shall be made pursuant to this Section 4(d) upon the issuance
        of
        any Additional Shares of Common Stock which are issued pursuant to the exercise
        of any Common Stock Equivalents, if any such adjustment shall previously
        have
        been made upon the issuance of such Common Stock Equivalents (or upon the
        issuance of any warrant or other rights therefor) pursuant to Section
        4(e).

       

      (e)
          Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall be less than the Warrant Price in effect at the time of such amendment
        or
        adjustment, then the Warrant Price then in effect shall be adjusted as provided
        in Section 4(d). No further adjustments of the number of shares of Common
        Stock
        for which this Warrant is exercisable and the Warrant Price then in effect
        shall
        be made upon the actual issue of such Common Stock upon conversion or exchange
        of such Common Stock Equivalents.

      


      (f)
          Superseding
        Adjustment.
        If, at
        any time after any adjustment of the Warrant Price then in effect shall have
        been made pursuant to Section 4(e) as the result of any issuance of Common
        Stock
        Equivalents, and such Common Stock Equivalents, or the right of conversion
        or
        exchange in such Common Stock Equivalents, shall expire, and all of such
        or the
        right of conversion or exchange with respect to all of such Common Stock
        Equivalents shall not have been converted or exercised, then, on the date
        that
        such right of conversion or exchange of the Common Stock Equivalents shall
        be
        set to expire, such previous adjustment shall be rescinded and annulled and
        the
        Warrant Price then in effect shall be adjusted to the Warrant Price in effect
        immediately prior to the issuance of such Common Stock Equivalents, subject
        to
        any further adjustments pursuant to this Section 4.

       

      (g)
          Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      (i)
          Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board, and acceptable to the Holder, of such portion of the
        assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional consideration payable to the
        Issuer
        upon exercise of such warrants or other rights. The consideration for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        warrants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.

       

      (ii)
          When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      (iii)
          Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100th) of
        a
        share.

       

      (iv)
          When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      (h)
          Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (i)
          Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      5.
 
        Notice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the
        Issuer shall cause its Chief Financial Officer or other authorized officer,
        as
        the case may be, to prepare and execute a certificate setting forth, in
        reasonable detail, the event requiring the adjustment, the amount of the
        adjustment, the method by which such adjustment was calculated (including
        a
        description of the basis on which the Board made any determination hereunder),
        and the Warrant Price and Warrant Share Number after giving effect to such
        adjustment, and shall cause copies of such certificate to be delivered to
        the
        Holder of this Warrant promptly after each adjustment. Any dispute between
        the
        Issuer and the Holder of this Warrant with respect to the matters set forth
        in
        such certificate may at the option of the Holder of this Warrant be submitted
        to
        an Independent Appraiser, provided
        that the
        Issuer shall have ten (10) days after receipt of notice from such Holder
        of its
        selection of such firm to object thereto, in which case such Holder shall
        select
        another such firm and the Issuer shall have no such right of objection. The
        Independent Appraiser selected by the Holder of this Warrant as provided
        in the
        preceding sentence shall be instructed to deliver a written opinion as to
        such
        matters to the Issuer and such Holder within thirty (30) days after submission
        to it of such dispute. Such opinion shall be final and binding on the parties
        hereto. The reasonable costs and expenses of the Independent Appraiser in
        making
        such determination shall be paid by the Issuer, in the event the Holder's
        calculation was correct, or by the Holder, in the event the Issuer’s calculation
        was correct, or equally by the Issuer and the Holder in the event that neither
        the Issuer's or the Holder's calculation was correct.

       

      6.
 
        Fractional
        Shares.
        No
        fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall,
        at its
        option, (a) pay an amount in cash equal to the Warrant Price multiplied by
        such
        fraction or (b) round the number of shares to be issued upon exercise up
        to the
        nearest whole number of shares.

       

      7.
 
        Ownership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may the Holder exercise this Warrant if the number of shares of Common Stock
        to
        be issued pursuant to such exercise would cause the number of shares of Common
        Stock beneficially owned by the Holder at such time to exceed, when aggregated
        with all other shares of Common Stock owned by the Holder and its affiliates
        at
        such time, the number of shares of Common Stock which would result in the
        Holder, its affiliates, any investment manager having discretionary investment
        authority over the accounts or assets of the Holder and its affiliates, or
        any
        other persons whose beneficial ownership of Common Stock would be aggregated
        for
        purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially
        owning (as determined in accordance with Section 13(d) of the Exchange Act
        and
        the rules thereunder) in excess of 9.9% of the then issued and outstanding
        shares of Common Stock; provided,
        however,
        that
        upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant
        to this certificate) (the “Waiver
        Notice”)
        that
        the Holder would like to waive this Section 7 with regard to any or all shares
        of Common Stock issuable upon exercise of this Warrant, this Section 7 shall
        be
        of no force or effect with regard to those shares of Common Stock referenced
        in
        the Waiver Notice; provided,
        further,
        that
        during the sixty-one (61) day period prior to the Termination Date, the Holder
        may waive this Section 7 by providing a Waiver Notice at any time during
        such
        sixty-one (61) day period; provided,
        further,
        that
        any Waiver Notice provided during the sixty-one (61) day period prior to
        the
        Termination Date will not be effective until the Termination Date.

       

      8.
 
        Registration
        Rights.
        The
        Holder of this Warrant is entitled to the benefit of certain registration
        rights
        with respect to the shares of Warrant Stock issuable upon the exercise of
        this
        Warrant pursuant to that certain Registration Rights Agreement, of even date
        herewith, by and among the Issuer and Persons listed on Schedule
        I
        thereto
        (the “Registration
        Rights Agreement”)
        and
        the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      9.
 
        Definitions.
        For the
        purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued (other than for cash) in connection
        with a strategic merger, acquisition, or consolidation, provided that the
        issuance of such securities in connection with such strategic merger,
        acquisition, or consolidation has been approved in advance by the Majority
        Holders, (ii) securities issued pursuant to the conversion or exercise of
        convertible or exercisable securities issued or outstanding on or prior to
        the
        date of the Purchase Agreement or issued pursuant to the Purchase Agreement
        (so
        long as the conversion or exercise price in such securities are not amended
        to
        lower such price and/or adversely affect the Holders) which have previously
        been
        disclosed to the Holder, (iii) the Warrant Stock, (iv) securities issued
        in
        connection with bona fide strategic license agreements or other partnering
        arrangements so long as such issuances are not for the purpose of raising
        capital and provided that the issuance of such securities in connection with
        such bona fide strategic license agreements or other partnering arrangements
        has
        been approved in advance by the Majority Holders, (v) Common Stock issued
        or the
        issuance or grants of options to purchase Common Stock pursuant to the Issuer’s
        equity incentive plans outstanding as they exist on the date of the Purchase
        Agreement, (vi) the issuance or grants of options to purchase Common Stock
        to
        employees, officers or directors of the Issuer pursuant to any equity incentive
        plan duly adopted by the Board or a committee thereof established for such
        purpose so long as such issuances in the aggregate do not exceed ten percent
        (10%) of the total number of then issued and outstanding shares of Common
        Stock,
        unless approved by the Majority Holders, and the specified price at which
        the
        options may be exercised is equal to or greater than the Per Share Market
        Value
        as of the date of such grant, (vii) any warrants, shares of Common Stock
        or
        other securities issued to a placement agent and its designees for the
        transactions contemplated by the Purchase Agreement, which have been previously
        disclosed to the Holder or in any other sales of the Issuer’s securities and any
        securities issued in connection with any financial advisory agreements of
        the
        Issuer and the shares of Common Stock issued upon exercise of any such warrants
        or conversions of any such other securities and (viii) any warrants, shares
        of
        Common Stock or other securities issued to any advisor or consultant to the
        Company that are outstanding as of the date of the Purchase Agreement, or
        are to
        be issued pursuant to the terms of an engagement letter or other contractual
        obligation as of the date of the Purchase Agreement, and which have previously
        been disclosed to the Holder. .

       

         “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Certificate
        of Incorporation”
means
        the Certificate of Incorporation of the Issuer as in effect on the Original
        Issue Date, and as hereafter from time to time amended, modified, supplemented
        or restated in accordance with the terms hereof and thereof and pursuant
        to
        applicable law.

       

      “Common
        Stock”
means
        the Common Stock, $0.0001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

       

      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.

       

      “Issuer”
means
        Lihua International, Inc., a Delaware corporation, and its
        successors.

       

      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding, provided,
        that such Holders shall include Vision Opportunity China, so long as Vision
        Opportunity China (or any of its affiliates) holds more than 5% of its original
        investment, and CMHJ Technology Fund II, L.P. (or any of its affiliate),
        so long
        as CMHJ Technology Fund II, L.P. (or any of its affiliates) holds more than
        5%
        of its original investment.

       

      “Original
        Issue Date”
means
        October 31, 2008.

      


      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

      


      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the Trading Market or another registered national stock exchange
        on which the Common Stock is then listed, or if there is no closing price
        on
        such date, then the closing bid price on such date, or if there is no closing
        bid price on such date, then the closing price on such exchange or quotation
        system on the date nearest preceding such date, or (b) if the Common Stock
        is
        not listed then on a Trading Market or any registered national stock exchange,
        the last closing price for a share of Common Stock in the over-the-counter
        market, as reported by the Trading Market or any registered national stock
        exchange or in the National Quotation Bureau Incorporated or similar
        organization or agency succeeding to its functions of reporting prices) at
        the
        close of business on such date, or if there is no closing price on such date,
        then the closing bid price on such date, or (c) if the Common Stock is not
        then
        reported by the Trading Market or any registered national stock exchange
        or in
        the National Quotation Bureau Incorporated (or similar organization or agency
        succeeding to its functions of reporting prices), then the average of the
“Pink
        Sheet” quotes for the five (5) Trading Days preceding such date of
        determination, or (d) if the Common Stock is not then publicly traded the
        fair
        market value of a share of Common Stock as determined by an Independent
        Appraiser selected in good faith by the Majority Holders; provided,
        however
        , that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.

       

      “Preferred
        Stock”
means
        the Company’s Series A Convertible Preferred Stock, $0.0001 par value per
        share.

      


      “Purchase
        Agreement”
means
        the Securities Purchase Agreement dated as of October 31, 2008, among the
        Issuer
        and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Units (as defined in the Purchase Agreement), each
        containing one share of Preferred Stock and the Warrants issued by the Issuer
        pursuant to the Purchase Agreement.

       

      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on a Trading Market, or (b)
        if the
        Common Stock is not traded on a Trading Market, a day on which the Common
        Stock
        is quoted in the over-the-counter market as reported by the National Quotation
        Bureau Incorporated (or any similar organization or agency succeeding its
        functions of reporting prices); provided
        ,
however
        , that
        in the event that the Common Stock is not listed or quoted as set forth in
        (a)
        or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday
        and
        any day which shall be a legal holiday or a day on which banking institutions
        in
        the State of New York are authorized or required by law or other government
        action to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the American Stock Exchange, the Nasdaq
        Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
        the
        New York Stock Exchange or the OTC Bulletin Board.

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:00 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an Independent Appraiser selected
        in good
        faith by the Majority Holders, the fees and expenses of which shall be paid
        by
        the Issuer.

       

      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $3.50, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

      


      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      10.
          Other
        Notices.
        In case
        at any time:

       

      (a)
          the Issuer shall make any distributions to the holders of Common Stock;
        or

       

      (b)
          the Issuer shall authorize the granting to all holders of its Common
        Stock of rights to subscribe for or purchase any shares of Capital Stock
        of any
        class or other rights; or

       

      (c)
          there shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      (d)
          there shall be any capital reorganization by the Issuer; or

       

      (e)
          there shall be any (i) consolidation or merger involving the Issuer or
        (ii) sale, transfer or other disposition of all or substantially all of the
        Issuer’s property, assets or business (except a merger or other reorganization
        in which the Issuer shall be the surviving corporation and its shares of
        Capital
        Stock shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      (f)
          there shall be a voluntary or involuntary dissolution, liquidation or
        winding-up of the Issuer or any partial liquidation of the Issuer or
        distribution to holders of Common Stock;


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

       

      11.
          Amendment
        and Waiver.
        Any
        term, covenant, agreement or condition in this Warrant may be amended, or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders; provided
        ,
however
        , that
        no such amendment or waiver shall reduce the Warrant Share Number, increase
        the
        Warrant Price, shorten the period during which this Warrant may be exercised
        or
        modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

      


      12.
          Governing
        Law; Jurisdiction.
        This
        Warrant shall be governed by and construed in accordance with the internal
        laws
        of the State of New York, without giving effect to any of the conflicts of
        law
        principles which would result in the application of the substantive law of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        via registered or certified mail or overnight delivery (with evidence of
        delivery) to such party at the address in effect for notices to it under
        this
        Warrant and agree that such service shall constitute good and sufficient
        service
        of process and notice thereof. Nothing in this Section 12 shall affect or
        limit
        any right to serve process in any other manner permitted by law. The Issuer
        and
        the Holder hereby agree that the prevailing party in any suit, action or
        proceeding arising out of or relating to this Warrant or the Purchase Agreement,
        shall be entitled to reimbursement for reasonable legal fees from the
        non-prevailing party. The parties hereby waive all rights to a trial by
        jury.

       

      13.
          Notices.
        Any
        notice, demand, request, waiver or other communication required or permitted
        to
        be given hereunder shall be in writing and shall be effective (a) immediately
        upon hand delivery, telecopy or facsimile at the address or number designated
        below (if delivered on a business day during normal business hours where
        such
        notice is to be received), or the first business day following such delivery
        (if
        delivered other than on a business day during normal business hours where
        such
        notice is to be received) or (b) on the second business day following the
        date
        of mailing by express courier service, fully prepaid, addressed to such address,
        or upon actual receipt of such mailing, whichever shall first occur. The
        addresses for such communications shall be:

      


      
        	
                If
                  to the Issuer:

                 

              	
                 

                Lihua
                  International, Inc.

                c/o
                  Lihua Holdings Limited

                Houxiang
                  Five-Star Industry District

                Danyang
                  City, Jiangsu Province, PRC

                Attention:
                  Mr. Zhu Jianhua

                Tel.
                  No.: 86-511-8631-7399

                Fax
                  No.: 86-511-8631-2040

              
	
                 

              	
                 

              
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154 

                Attn:
                  Mitchell S. Nussbaum, Esq.

                Tel.
                  No.: (212) 407-4159

                Fax
                  No.: (212) 407-4990

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                If
                  to any Holder:

              	
                At
                  the address of such Holder set forth on Exhibit A to this Agreement,
                  with
                  copies to Holder’s counsel as set forth on Exhibit A or as specified in
                  writing by such Holder with copies to:

              
	
                 

              	
                 

              
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:
                  

                 

              	
                Anslow
                  & Jaclin LLP

                195
                  Route 9 South, 2nd
                  Floor

                Manalapan,
                  NJ 07726

                Attn:
                  Joseph M. Lucosky, Esq.

                Tel.
                  No.: (732) 409-1212

                Fax
                  No: (732) 577-1188

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      14.
          Warrant
        Agent.
        The
        Issuer may, by written notice to the Holder of this Warrant, appoint an agent
        having an office in New York, New York for the purpose of issuing shares
        of
        Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      15.
        Call
        Provision.
        In the
        event that (i) the Issuer’s Common Stock is traded on the Nasdaq Capital Market,
        the Nasdaq Global Market, the Nasdaq Global Select or any successor market
        thereto, American Stock Exchange or any successor market thereto, or the
        New
        York Stock Exchange or any successor market thereto, (ii) the VWAP for the
        previous thirty (30) Trading Days is above $8.87, and (iii) the average daily
        volume of the Issuer’s Common Stock for the previous thirty (30) Trading Days
        exceeds 300,000 shares per day, then the Issuer, upon ten (10) business days
        prior written notice (the “Notice
        Period”)
        given
        to the Holders within three business days immediately following the end of
        such
        thirty (30) Trading Day period, may call this Warrant at a redemption price
        equal to $0.01 per share of Common Stock then purchasable pursuant to this
        Warrant (the “Call
        Option”);
        provided
        that (i)
        the Issuer simultaneously calls all Series A Warrants on the same terms,
        (ii)
        all of the shares of Common Stock issuable hereunder are registered pursuant
        to
        an effective Registration Statement (as defined in the Registration Rights
        Agreement) which at the time of such call is not suspended and for which
        no stop
        order is in effect, and pursuant to which the Holder is able to sell such
        shares
        of Common Stock at all times during the Notice Period and (iii) this Warrant
        is
        fully exercisable for the full amount of Warrant Stock covered hereby
        notwithstanding the ownership cap and restrictions set forth in Section 7
        hereof
        (the “Ownership Cap”); provided
        that the
        Call Option shall be subject to the Ownership Cap and the Company shall only
        be
        entitled to call the warrant up to the Ownership Cap. Notwithstanding any
        such
        notice by the Issuer, the Holder shall have the right to exercise all, or
        any
        portion, of this Warrant prior to the end of the Notice Period. The Company
        shall have the right, but not the obligation, to exercise the Call Option
        at any
        time, and from time to time in accordance with this Section 15, but in no
        event
        shall the Company call this Warrant more than once in any thirty (30) Trading
        Day period.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      16.
          Remedies.
        The
        Issuer stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Issuer in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      17.
          Successors
        and Assigns.
        This
        Warrant and the rights evidenced hereby shall inure to the benefit of and
        be
        binding upon the successors and assigns of the Issuer, the Holder hereof
        and (to
        the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto,
        and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      18.
          Modification
        and Severability.
        If, in
        any action before any court or agency legally empowered to enforce any provision
        contained herein, any provision hereof is found to be unenforceable, then
        such
        provision shall be deemed modified to the extent necessary to make it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.

      


      19.
        No
        Rights as Stockholders.
        Prior
        to the exercise of this Warrant, the Holder shall not have or exercise any
        rights as a stockholder of the Issuer by virtue of its ownership of this
        Warrant. 

       

      20.
          Headings.
        The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
        first above written.

       

      
        	
                LIHUA INTERNATIONAL, INC.

              
	 	 
	
                By:

              	 

	 	
                Name:

              
	 	
                Title:

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      EXERCISE
        FORM

      SERIES
        A
        WARRANT

       

      LIHUA
        INTERNATIONAL, INC.

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

       

      
        	
                Dated:

              	
                 

              	
                 

              	
                Signature

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                Address

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one):

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant.

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Issuer shall
        pay a
        cash adjustment in respect of the fractional portion of the product of the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      
        	
                 

              	
                X
                  =
                  Y - (A)(Y)

              
	
                 

              	
                B

              


      

       

      Where:

       

      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).

       

      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”).

       

      The
        Warrant Price ______________ (“A”).

       

      The
        Per
        Share Market Value of one share of Common Stock _______________________
        (“B”).


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

       

      
        	
                Dated:

              	
                 

              	
                 

              	
                Signature

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                Address

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

       

      
        	
                Dated:

              	
                 

              	
                 

              	
                Signature

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                Address

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.


      
        
          
          

        

        
          21