THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    IN
ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF
ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT
IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A
PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF
EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO
REGISTRATION STATEMENT NO.:
[         ] AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE
5110(G)(2).

    


    LIZHAN
ENVIRONMENTAL CORPORATION

    


    REPRESENTATIVE’S
WARRANT

    


    [                  ]
Ordinary Shares

    


    [Month-Date],
2010

    


    This
REPRESENTATIVE’S WARRANT (this “Warrant”) of Lizhan
Environmental Corporation, a corporation duly organized and validly existing
under the laws of the Cayman Islands (the “Company”), is being issued
pursuant to that certain Underwriting Agreement, dated as of
[     ], 2010 (the “Underwriting Agreement”), by
and between the Company and Maxim Group, LLC, as the representative of the
underwriters named therein (the “Representative”) relating to a
firm commitment public offering (the “Offering”) of
[       ] ordinary shares, $0.32 par value
per share, of the Company (the “Ordinary Shares”) underwritten
by the Representative and the underwriters named in the Underwriting
Agreement.

    


    FOR VALUE RECEIVED, the
Company hereby grants to [----] and its permitted successors and assigns
(collectively, the “Holder”) the right to purchase
from the Company up to [----] ([----]) Ordinary Shares [which is equal to an
aggregate of five percent (5%) of the Ordinary Shares sold in the Offering]
(such shares underlying this Warrant, the “Warrant Shares”), at a per
share purchase price of $[-.--] [which is equal to 130% of the offering price of
the Ordinary Shares sold in the Offering] (the “Exercise Price”), subject to
the terms, conditions and adjustments set forth below in this
Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    1.           Date of Warrant
Exercise.  This Warrant shall become exercisable on the Base
Date (the “Exercise
Date”).  As used in this Warrant, the term “Base Date” shall mean [----],
2010, which is the effective date of the Registration Statement (File No.
[----]).  Except as otherwise provided for herein or as permitted by
applicable rules of the Financial Industry Regulatory Authority, Inc., this
Warrant and the securities issuable upon exercise hereof may not be sold,
transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in
the effective economic disposition of such securities by any person until 180
days after the Base Date, except in accordance with FINRA Rule
5110(G)(2).

    


    2.           Expiration of
Warrant.  This Warrant shall expire on the five (5) year
anniversary of the Base Date (the “Expiration
Date”).

    


    3.           Exercise of
Warrant.  This Warrant shall be exercisable pursuant to the
terms of this Section 3.

    


    3.1           Manner of
Exercise.

    


    (a)           This
Warrant may only be exercised by the Holder hereof on or after the Exercise Date
and on or prior to the Expiration Date, in accordance with the terms and
conditions hereof, in whole or in part (but not as to fractional shares) with
respect to any portion of this Warrant, during the Company’s normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in New York, New York are authorized by law to be closed (a
“Business Day”), by
surrender of this Warrant to the Company at its office maintained pursuant to
Section 10.2(a) hereof, accompanied by a written exercise notice in the form
attached as Exhibit
A to this Warrant (or a reasonable facsimile thereof) duly executed by
the Holder, together with the payment of the aggregate Exercise Price for the
number of Warrant Shares purchased upon exercise of this
Warrant.  Upon surrender of this Warrant, the Company shall cancel
this Warrant document and shall, in the event of partial exercise, replace it
with a new Warrant document in accordance with Section 3.3

    


    (b)           Except
as provided for in Section 3.1(c) below, each exercise of this Warrant must be
accompanied by payment in full of the aggregate Exercise Price in cash by check
or wire transfer in immediately available funds for the number of Warrant Shares
being purchased by the Holder upon such exercise.

    


    (c)           The
aggregate Exercise Price for the number of Warrant Shares being purchased may
also, in the sole discretion of the Holder, be paid in full or in part on a
“cashless basis” at the election of the Holder:

    


    (i)           in
the form of Ordinary Shares owned by the Holder (based on the Fair Market Value
(as defined below) of such Ordinary Shares on the date of
exercise);

    


    (ii)        
in the form of Warrant Shares withheld by the Company from the Warrant Shares
otherwise to be received upon exercise of this Warrant having an aggregate Fair
Market Value on the date of exercise equal to the aggregate Exercise Price of
the Warrant Shares being purchased by the Holder; or


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (iii)        
by a combination of the foregoing, provided that the combined value of all cash
and the Fair Market Value of any shares surrendered to the Company is at least
equal to the aggregate Exercise Price for the number of Warrant Shares being
purchased by the Holder.

    


    For
purposes of this Warrant, the term “Fair Market Value” means with
respect to a particular date, the average closing price of the Ordinary Shares
for the five (5) trading days immediately preceding the applicable exercise
herein as officially reported by the principal securities exchange or market on
which the Ordinary Shares is then listed or admitted to trading, or, if the
Ordinary Shares is not listed or admitted to trading on any securities exchange
or other market as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to
it.

    


    For
purposes of illustration of a cashless exercise of this Warrant under Section
3.1(c)(ii) (or for a portion thereof for which cashless exercise treatment is
requested as contemplated by Section 3.1(c)(iii) hereof), the calculation of
such exercise shall be as follows:

    


    X = Y
(A-B)/A

    


    where:

    


    
      	
               
      

            	
              X
      =

            	
              the
      number of Warrant Shares to be issued to the Holder (rounded to the
      nearest whole share).

            


    

    


    
      	
               
      

            	
              Y
      =

            	
              the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

            


    

    


    
      	
               
      

            	
              A
      =

            	
              the
      Fair Market Value of the Ordinary
Shares.

            


    

    


    
      	
               
      

            	
              B
      =

            	
              the
      Exercise Price.

            


    

    


    (d)           For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood, and acknowledged that the Ordinary Shares issuable upon exercise of
this Warrant in a cashless exercise transaction as described in Section 3.1(c)
above shall be deemed to have been acquired at the time this Warrant was
issued.  Moreover, it is intended, understood, and acknowledged that
the holding period for the Ordinary Shares issuable upon exercise of this
Warrant in a cashless exercise transaction as described in Section 3.1(c) above
shall be deemed to have commenced on the date this Warrant was
issued.

    


    3.2           When Exercise
Effective.  Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been duly surrendered to the Company as
provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be issuable upon
exercise as provided in Section 3.3 hereof shall be deemed to have become the
holder or holders of record thereof of the number of Warrant Shares purchased
upon exercise of this Warrant.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    3.3           Delivery of Ordinary Shares
Certificates and New Warrant.  As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, and in any
event within five (5) Business Days thereafter, the Company, at its expense
(including the payment by it of any applicable issue taxes), will cause to be
issued in the name of and delivered to the Holder hereof or, subject to Sections
9 and 10 hereof, as the Holder (upon payment by the Holder of any applicable
transfer taxes) may direct:

    


    (a)           a
certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares to which the Holder shall be entitled upon
exercise; and

    


    (b)           in
case exercise is in part only, a new Warrant document of like tenor, dated the
date hereof, for the remaining number of Warrant Shares issuable upon exercise
of this Warrant after giving effect to the partial exercise of this Warrant
(including the delivery of any Warrant Shares as payment of the Exercise Price
for such partial exercise of this Warrant).

    


    4.           Certain
Adjustments.  For so long as this Warrant is
outstanding:

    


    4.1           Mergers or
Consolidations.  If at any time after the date hereof there
shall be a capital reorganization (other than a combination or subdivision of
Ordinary Shares otherwise provided for herein) resulting in a reclassification
to or change in the terms of securities issuable upon exercise of this Warrant
(a “Reorganization”), or
a merger or consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or a governmental agency (a “Person” or the “Persons”) (other than a merger
with another Person in which the Company is a continuing corporation and which
does not result in any reclassification or change in the terms of securities
issuable upon exercise of this Warrant or a merger effected exclusively for the
purpose of changing the domicile of the Company) (a “Merger”), then, as a part of
such Reorganization or Merger, lawful provision and adjustment shall be made so
that the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities or
cash or other property receivable upon such Reorganization or Merger by a holder
of the number of Ordinary Shares which might have been purchased upon exercise
of this Warrant immediately prior to such Reorganization or
Merger.  In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the Reorganization or Merger to the end that the
provisions of this Warrant (including adjustment of the Exercise Price then in
effect and the number of Warrant Shares) shall be applicable after that event,
as near as reasonably may be, in relation to any shares of stock, securities,
property, cash or other assets thereafter deliverable upon exercise of this
Warrant.  The provisions of this Section 4.1 shall similarly apply to
successive Reorganizations and/or Mergers.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    4.2           Splits and Subdivisions;
Dividends.  In the event the Company should at any time or from
time to time effectuate a split or subdivision of the outstanding Ordinary
Shares or pay a dividend in or make a distribution payable in additional
Ordinary Shares or  any capital stock or other security of the Company
that is at any time and under any circumstances directly or indirectly
convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any capital stock or other security of the
Company (including, without limitation, Ordinary Shares) (“Ordinary Shares Equivalents”)
without payment of any consideration by such holder for the additional Ordinary
Shares or Ordinary Shares Equivalents (including the additional Ordinary Shares
issuable upon conversion or exercise thereof), then, as of the applicable record
date (or the date of such distribution, split or subdivision if no record date
is fixed), the per share Exercise Price shall be appropriately decreased and the
number of Warrant Shares shall be appropriately increased in proportion to such
increase (or potential increase) of outstanding shares; provided, however, that
no adjustment shall be made in the event the split, subdivision, dividend or
distribution is not effectuated.

    


    4.3           Combination of
Shares.  If the number of Ordinary Shares outstanding at any
time after the date hereof is decreased by a combination of the outstanding
Ordinary Shares, the per share Exercise Price shall be appropriately increased
and the number of shares of Warrant Shares shall be appropriately decreased in
proportion to such decrease in outstanding shares.

    


    4.4           Adjustments for Other
Distributions.  In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of indebtedness
issued by the Company or other Persons, assets (excluding cash dividends or
distributions to the holders of Ordinary Shares paid out of current or retained
earnings and declared by the Company’s board of directors) or options or rights
not referred to in Sections 4.2, 4.3 or 4.4, then, in each such case for the
purpose of this Section 4.5, upon exercise of this Warrant, the Holder shall be
entitled to a proportionate share of any such distribution as though the Holder
was the actual record holder of the number of Warrant Shares as of the record
date fixed for the determination of the holders of Ordinary Shares of the
Company entitled to receive such distribution.

    


    5.           No
Impairment.  The Company will not, by amendment of its articles
of incorporation or by-laws or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or
any other voluntary 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 of the terms and in the taking of all actions
necessary or appropriate in order to protect the rights of the Holder against
impairment.

    


    6.           Chief Financial Officer’s
Report as to Adjustments.  With respect to each adjustment
pursuant to Section 4 of this Warrant, the Company, at its expense, will
promptly compute the adjustment or re-adjustment in accordance with the terms of
this Warrant and cause its Chief Financial Officer to certify the computation
(other than any computation of the fair value of property of the Company, as the
case may be) and prepare a report setting forth, in reasonable detail, the event
requiring the adjustment or re-adjustment and the amount of such adjustment or
re-adjustment, the method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, and the Exercise Price and the number of
Warrant Shares or other securities purchasable hereunder after giving effect to
such adjustment or re-adjustment,  which report shall be mailed by
first class mail, postage prepaid to the Holder.  The Company will
also keep copies of all reports at its office maintained pursuant to Section
10.2(a) hereof and will cause them to be available for inspection at the office
during normal business hours upon reasonable notice by the Holder or any
prospective purchaser of the Warrant designated by the Holder
thereof.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    7.           Reservation of
Shares.  The Company shall, solely for the purpose of effecting
the exercise of this Warrant, at all times during the term of this Warrant,
reserve and keep available out of its authorized Ordinary Shares, free from all
taxes, liens and charges with respect to the issue thereof and not subject to
preemptive rights or other similar rights of shareholders of the Company, such
number of its Ordinary Shares as shall from time to time be sufficient to effect
in full the exercise of this Warrant.  If at any time the number of
authorized but unissued Ordinary Shares shall not be sufficient to effect in
full the exercise of this Warrant, in addition to such other remedies as shall
be available to Holder, the Company will promptly take such corporate action as
may, in the opinion of its counsel, be necessary to increase the number of
authorized but unissued Ordinary Shares to such number of shares as shall be
sufficient for such purposes, including without limitation, using its Reasonable
Best Efforts to obtain the requisite shareholder approval necessary to increase
the number of authorized Ordinary Shares.  When used herein, the term
“Reasonable Best
Efforts” means, with respect to the applicable obligation of the Company,
reasonable best efforts for similarly situated, publicly-traded companies. The
Company hereby represents and warrants that all Ordinary Shares issuable upon
exercise of this Warrant shall be duly authorized and, when issued and paid for
upon exercise, shall be validly issued, fully paid and
nonassessable.

    


    8.           Registration and
Listing.

    


    8.1           Definition of Registrable
Securities; Majority.  As used herein, the term “Registrable Securities” means
any Ordinary Shares (or other securities to the extent issuable following the
adjustments set forth in Section 4 hereof) issuable upon the exercise of this
Warrant, until the date (if any) on which such shares shall have been
transferred or exchanged and new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in
force.  For purposes of this Warrant, the term “Majority”, in reference to the
holders of Registrable Securities, shall mean in excess of fifty percent (50%)
of the then outstanding Warrant Shares (assuming the exercise of the entire
Warrant) that: (i) are not held by the Company, an affiliate, officer, creditor,
employee or agent thereof or any of their respective affiliates, members of
their family, Persons acting as nominees or in conjunction therewith and (ii)
have not be resold to the public pursuant to a registration statement filed
under the Securities Act.

    


    8.2           Required
Registration.

    


    (a)           At
any time on or after the Base Date and on or before the Expiration Date, but in
no event on more than one (1) occasion at the Company’s expense and a separate
one (1) occasion at the expense of the Majority of such Registrable Securities,
upon the written request of the holders of the Registrable Securities
representing a Majority of such Registrable Securities, the Company will use its
Reasonable Best Efforts to effect the registration of the respective shares of
the holders of Registrable Securities under the Securities Act to the extent
requisite to permit the public disposition thereof as expeditiously as
reasonably possible, but in no event later than 120 days from the date of such
request.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    (b)           Registration
of Registrable Securities under this Section 8.2 shall be on such appropriate
registration form: (i) as shall be selected by the Company, and (ii) as shall
permit the public disposition of such Registrable Securities in accordance with
this Section 8.2.  The Company agrees to include in any such
registration statement all information which the requesting holders of
Registrable Securities shall reasonably request, which is required to be
contained therein.  The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities pursuant to this
Section 8.2.

    


    (c)           A
registration requested pursuant to this Section 8.2 shall not be deemed to have
been effected: (i) unless a registration statement with respect thereto has
become effective or (ii) if, after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement of
the Securities and Exchange Commission (the “SEC”)or other governmental
agency or court of competent jurisdiction for any reason, other than by reason
of some act or omission by a holder of Registrable Securities.

    


    8.3      Incidental
Registration Rights.

    


    (a)           If
the Company, at any time on or after the Base Date and on or before the
Expiration Date, proposes to register any of its securities under the Securities
Act (other than in connection with a registration on Form S-4 or S-8 or any
successor forms) whether for its own account or for the account of any holder or
holders of its shares other than Registrable Securities (any shares of such
holder or holders (but not those of the Company and not Registrable Securities)
with respect to any registration are referred to herein as, “Other Shares”), the Company
shall each such time give prompt (but not less than thirty (30) days prior to
the anticipated effectiveness thereof) written notice to the holders of
Registrable Securities of its intention to do so.  Upon the written
request of any such holder of Registrable Securities made within ten (10) days
after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder), except as set
forth in Section 8.3(b), the Company will use its Reasonable Best Efforts to
effect the registration under the Securities Act of all of the Registrable
Securities which the Company has been so requested to register by such holder,
to the extent requisite to permit the disposition of the Registrable Securities
so to be registered, by inclusion of such Registrable Securities in the
registration statement which covers the securities which the Company proposes to
register; provided,
however, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason in its sole discretion either to not register, to
delay or to withdraw registration of such securities, the Company may, at its
election, give written notice of such determination to such holder and,
thereupon: (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), (ii) in the case of a determination to delay
registration, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other securities (including
the Other Shares), and (iii) in the case of a determination to withdraw
registration, shall be permitted to withdraw registration,  The
Company will pay all Registration Expenses in connection with each registration
of Registrable Securities pursuant to this Section 8.3.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    (b)           If
the Company at any time proposes to register any of its securities under the
Securities Act as contemplated by this Section 8.3 and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by a holder of Registrable Securities, use its Reasonable Best Efforts
to arrange for such underwriters to include all the Registrable Securities to be
offered and sold by such holder among the securities to be distributed by such
underwriters, provided that if the managing underwriter of such underwritten
offering shall inform the Company by letter of its belief that inclusion in such
distribution of all or a specified number of such securities proposed to be
distributed by such underwriters would interfere with the successful marketing
of the securities being distributed by such underwriters (such letter to state
the basis of such belief and the approximate number of such Registrable
Securities, such Other Shares and shares held by the Company proposed so to be
registered which may be distributed without such effect), then the Company may,
upon written notice to such holder, the other holders of Registrable Securities,
and holders of such Other Shares, reduce pro rata in accordance with the number
of Ordinary Shares desired to be included in such registration (if and to the
extent stated by such managing underwriter to be necessary to eliminate such
effect) the number of such Registrable Securities and Other Shares the
registration of which shall have been requested by each holder thereof so that
the resulting aggregate number of such Registrable Securities and Other Shares
so included in such registration, together with the number of securities to be
included in such registration for the account of the Company, shall be equal to
the number of shares stated in such managing underwriter’s letter.

    


    8.4           Registration
Procedures.  Whenever the holders of Registrable Securities
have properly requested that any Registrable Securities be registered pursuant
to the terms of this Warrant, the Company shall use its Reasonable Best Efforts
to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:

    


    (a)           prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its Reasonable Best Efforts to cause such registration
statement to become effective;

     

    (b)           notify
such holders of the effectiveness of each registration statement filed hereunder
and prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to (i) keep such registration statement effective and the prospectus
included therein usable for a period commencing on the date that such
registration statement is initially declared effective by the SEC and ending on
the date when all Registrable Securities covered by such registration statement
have been sold pursuant to the registration statement or cease to be Registrable
Securities, and (ii) comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    (c)           furnish
to such holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and such other documents as
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders;

    


    (d)           use
its Reasonable Best Efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as such
holders reasonably request and do any and all other acts and things which may be
reasonably necessary or advisable to enable such holders to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
holders; provided,
however, that the Company shall not be required to: (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph; (ii) subject itself to taxation in any such
jurisdiction; or (iii) consent to general service of process in any such
jurisdiction;

    


    (e)           notify
such holders, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not
materially misleading, and, at the reasonable request of such holders, the
Company shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances in which they are made, not materially
misleading;

    


    (f)           provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;

    


    (g)           make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, managers, employees and independent accountants
to supply all information reasonably requested by any such underwriter,
attorney, accountant or agent in connection with such registration
statement;

    


    (h)           otherwise
use its Reasonable Best Efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement of the Company, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and, at the option of the Company, Rule 158 thereunder;


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    (i)         
  in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, the Company shall use its Reasonable Best Efforts promptly to
obtain the withdrawal of such order;

    


    (j)       
    use its Reasonable Best Efforts to cause any Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such Registrable
Securities; and

    


    (k)           if
the offering is underwritten, use its Reasonable Best Efforts to furnish on the
date that Registrable Securities are delivered to the underwriters for sale
pursuant to such registration, an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to the
underwriters covering such issues as are reasonably required by such
underwriters.

    


    8.5           Listing.  The
Company shall secure the listing of the Ordinary Shares underlying this Warrant
upon each national securities exchange or automated quotation system upon which
Ordinary Shares are then listed or quoted (subject to official notice of
issuance) and shall maintain such listing of Ordinary Shares.  The
Company shall at all times comply in all material respects with the Company’s
reporting, filing and other obligations under the by-laws or rules of the NASDAQ
Global Market (or such other national securities exchange or market on which the
Ordinary Shares may then be listed, as applicable).

    


    8.6           Expenses.  The
Company shall pay all Registration Expenses relating to the registration and
listing obligations set forth in this Section 8.  For purposes of this
Warrant, the term “Registration
Expenses” means: (a) all registration, filing and FINRA (as defined
below) fees, (b) all reasonable fees and expenses of complying with securities
or blue sky laws, (c) all word processing, duplicating and printing expenses,
(d) the fees and disbursements of counsel for the Company and of its independent
public accountants, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance, (e)
premiums and other costs of policies of insurance (if any) against liabilities
arising out of the public offering of the Registrable Securities being
registered if the Company desires such insurance, if any, and (f) fees and
disbursements of one counsel for the selling holders of Registrable Securities;
provided however, that,
in any case where Registration Expenses are not to be borne by the Company, such
expenses shall not include (and such expenses shall be borne by the Company):
(i) salaries of Company personnel or general overhead expenses of the Company,
(ii) auditing fees, (iii) premiums or other expenses relating to liability
insurance required by underwriters of the Company, or (iv) other expenses for
the preparation of financial statements or other data, to the extent that any of
the foregoing either is normally prepared by the Company in the ordinary course
of its business or would have been incurred by the Company had no public
offering taken place.  Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the sale of any
Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    8.7          Information Provided by
Holders.  Any holder of Registrable Securities included in any
registration shall furnish to the Company such information as the Company may
reasonably request in writing to enable the Company to comply with the
provisions hereof in connection with any registration referred to in this
Warrant.

    


    8.8          FINRA Cobradesk
Filings.  In the event that a registration statement covering
the Registrable Securities is filed, within one (1) Business Day of the filing
of such registration statement, the Company will prepare and file the selling
stockholder resale offering described in such registration statement for review
by the Financial Industry Regulatory Authority (“FINRA”) via the FINRA’s
CobraDesk filing system (“CobraDesk Filing”) for the
purpose of having the prospectus contained within such registration statement
treated as a “base prospectus” in connection with such resale
offering.  The Company will use its Reasonable Best Efforts to have
the CobraDesk Filing approved by FINRA within thirty (30) days of such filing
date.  The Company shall bear all expenses of the CobraDesk Filing,
including fees and expenses of counsel or other advisors to the
Holder.  In all circumstances, the Company shall pay for all FINRA
filing fees associated with the CobraDesk Filing.

    


    8.9          Effectiveness
Period.  The Company shall use its Reasonable Best Efforts to
keep each registration statement contemplated hereunder continuously effective
under the Securities Act until the date which is the earlier date of when (i)
all Registrable Securities covered by such Registration Statement have been sold
or (ii) all Registrable Securities covered by such Registration Statement may be
sold immediately without registration under the Securities Act and without
volume restrictions pursuant to Rule 144 under the Securities Act, as determined
by the counsel to the Company pursuant to a written opinion letter to such
effect, addressed and reasonably acceptable to the Company’s transfer agent and
the affected holders of Registrable Securities.

    


    8.10        Net Cash
Settlement.  Notwithstanding anything herein to the contrary,
in no event will the Holder hereof be entitled to receive a net-cash settlement
as liquidated damages in lieu of physical settlement in Ordinary Shares,
regardless of whether the Ordinary Shares underlying this Warrant is registered
pursuant to an effective registration statement; provided, however, that the
foregoing will not preclude the Holder from seeking other remedies at law or
equity for breaches by the Company of its registration obligations
hereunder.

    


    9.           Restrictions on
Transfer.

    


    9.1           Restrictive
Legends.  This Warrant and each Warrant issued upon transfer or
in substitution for this Warrant pursuant to Section 10 hereof, each certificate
for Ordinary Shares issued upon the exercise of the Warrant and each certificate
issued upon the transfer of any such Ordinary Shares shall be transferable only
upon satisfaction of the conditions specified in this Section 9.  Each
of the foregoing securities shall be stamped or otherwise imprinted with a
legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities
laws.

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    9.2          Notice of Proposed
Transfer.  Prior to any transfer of any securities which are
not registered under an effective registration statement under the Securities
Act (“Restricted
Securities”), which transfer may only occur if there is an exemption from
the registration provisions of the Securities Act and all other applicable
securities laws, the Holder will give written notice to the Company of the
Holder’s intention to effect a transfer (and shall describe the manner and
circumstances of the proposed transfer). The following provisions shall apply to
any proposed transfer of Restricted Securities:

    


     (i)          If
in the opinion of counsel for the Holder reasonably satisfactory to the Company
the proposed transfer may be effected without registration of the Restricted
Securities under the Securities Act (which opinion shall state in detail the
basis of the legal conclusions reached therein), the Holder shall thereupon be
entitled to transfer the Restricted Securities in accordance with the terms of
the notice delivered by the Holder to the Company.  Each certificate
representing the Restricted Securities issued upon or in connection with any
transfer shall bear the restrictive legends required by Section 9.1
hereof.

    


     (ii)         If
the opinion called for in (i) above is not delivered, the Holder shall not be
entitled to transfer the Restricted Securities until either: (x) receipt by the
Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section 9.2 and fulfillment of the provisions of clause (i)
above, or (y) such Restricted Securities have been effectively registered under
the Securities Act.

    


    9.3          Certain Other Transfer
Restrictions.  Notwithstanding any other provision of this
Section 9: (i) prior to the Exercise Date, this Warrant or the Restricted
Securities thereunder may only be transferred or assigned to the persons
permitted under FINRA Rule 5110(g), and (ii) no opinion of counsel shall be
necessary for a transfer of Restricted Securities by the holder thereof to any
Person employed by or owning equity in the Holder, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if the
transferee were the original purchaser hereof and such transfer is permitted
under applicable securities laws.

    


    9.4          Termination of
Restrictions.  Except as set forth in Section 9.3 hereof, the
restrictions imposed by this Section 9 upon the transferability of Restricted
Securities shall cease and terminate as to any particular Restricted Securities:
(a) which shall have been effectively registered under the Securities Act, or
(b) when, in the opinions of both counsel for the holder thereof and counsel for
the Company, such restrictions are no longer required in order to insure
compliance with the Securities Act or Section 10 hereof.  Whenever
such restrictions shall cease and terminate as to any Restricted Securities, the
Holder thereof shall be entitled to receive from the Company, without expense
(other than applicable transfer taxes, if any), new securities of like tenor not
bearing the applicable legends required by Section 9.1 hereof.

    


    10.         Ownership, Transfer, Sale
and Substitution of Warrant.

    


    10.1        Ownership of
Warrant.  The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section
10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding
any notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding
any notice to the contrary.  Subject to Sections 9 and 10 hereof, this
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    10.2        Office; Exchange of
Warrant.

    


    (a)           The
Company will maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set forth in the
Company’s most current filing (as of the date notice is to be given) under the
Exchange Act or as the Company otherwise notifies the Holder.

    


    (b)           The
Company shall cause to be kept at its office maintained pursuant to Section
10.2(a) hereof a Warrant Register for the registration and transfer of the
Warrant.  The name and address of the holder of the Warrant, the
transfers thereof and the name and address of the transferee of the Warrant
shall be registered in such Warrant Register.  The Person in whose
name the Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.

    


    (c)           Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section
10.2(a) hereof, the Company at its expense will (subject to compliance with
Section 9 hereof, if applicable) execute and deliver to or upon the order of the
Holder thereof a new Warrant of like tenor, in the name of such holder or as
such holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face thereof for the number of Ordinary
Shares called for on the face of the Warrant so surrendered (after giving effect
to any previous adjustment(s) to the number of Warrant Shares).

    


    10.3        Replacement of
Warrant.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section 10.2(a)
hereof, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor and dated the date hereof.

    


    10.4        Opinions.

    (i)           If
in the opinion of counsel for the Holder reasonably satisfactory to the Company
a proposed transfer of Restricted Securities may be effected without
registration of such Restricted Securities under the Securities Act (which
opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted
Securities in accordance with the terms of the notice delivered by the Holder to
the Company.

    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (iii)    In
connection with the sale of the Warrant Shares by Holder, the Company agrees to
cooperate with the Holder, and at the Company’s expense, have its counsel
provide any legal opinions required to remove the restrictive legends from the
Warrant Shares in connection with a sale, transfer or legend removal request of
Holder.

    


    11.         No Rights or Liabilities as
Stockholder.  No Holder shall be entitled to vote or receive
dividends or be deemed the holder of any Ordinary Shares or any other securities
of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised and Ordinary Shares purchasable upon the exercise hereof shall have
become deliverable, as provided herein.  The Holder will not be
entitled to share in the assets of the Company in the event of a liquidation,
dissolution or the winding up of the Company.

    


    12.         Notices.  Any
notice or other communication in connection with this Warrant shall be given in
writing and directed to the parties hereto as follows: (a) if to the Holder, to
the address and fax number indicated on the books and records of the Company or
(b) if to the Company, to the attention of its Chief Executive Officer at its
office maintained pursuant to Section 10.2(a) hereof; provided, that the exercise
of the Warrant shall also be effected in the manner provided in Section 3
hereof.  Notices shall be deemed properly delivered and received when
delivered to the notice party (i) if personally delivered, upon receipt or
refusal to accept delivery, (ii) if sent via facsimile, upon mechanical
confirmation of successful transmission thereof generated by the sending fax
machine, (iii) if sent by a commercial overnight courier for delivery on the
next Business Day, on the first Business Day after deposit with such courier
service, or (iv) if sent by registered or certified mail, five (5) Business Days
after deposit thereof in the U.S. mail.

    


    13.         Payment of
Taxes.  The Company will pay all documentary stamp taxes
attributable to the issuance of Ordinary Shares underlying this Warrant upon
exercise of this Warrant; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the transfer or registration of this Warrant or any
certificate for Ordinary Shares underlying this Warrant in a name other that of
the Holder.  The Holder is responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Ordinary Shares underlying this Warrant upon exercise hereof.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    14. 
       Indemnification

    


    14.1
Indemnification by the
Company.  The Company agrees to indemnify and hold harmless, to
the full extent permitted by law, the Holder, and, as applicable, the officers,
directors, counsel and each Persons who controls such Holder  (within
the meaning of Section 15 of the Securities Act), and any agent or investment
adviser thereof, against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees and costs of investigation) arising out of
or based upon any untrue or alleged untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same arise out of or
are based upon any such untrue statement or omission based upon information with
respect to such Holder furnished in writing to the Company by or on behalf of
such Holder expressly for use therein; provided that, in the event that the
prospectus shall have been amended or supplemented and copies thereof as so
amended or supplemented, shall have been furnished to the Holder prior to the
confirmation of any sales of Registrable Securities, such indemnity with respect
to the prospectus shall not inure to the benefit of the Holder if the Person
asserting such loss, claim, damage or liability and who purchased the
Registrable Securities from such Holder did not, at or prior to the confirmation
of the sale of the Registrable Securities to such Person, receive a copy of the
prospectus as so amended or supplemented and the untrue statement or omission of
a material fact contained in the prospectus was corrected in the prospectus as
so amended or supplemented.

    


    14.2  Indemnification
by the Holders.  The Holder agrees to indemnity, to the full
extent permitted by law, the Company, its directors, officers and counsel and
each Person who controls the Company (within the meaning of Section 15 of the
Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact in the registration
statement, prospectus or preliminary prospectus or amendment thereof or
supplement thereto  or necessary to make the statements therein not
misleading, to the extent, but only to the extent, that such untrue or alleged
untrue statement relates to any information with respect to such Holder, in its
capacity as such, so furnished in writing by such Holder specifically for
inclusion in any registration statement, prospectus or preliminary prospectus
(including any omissions with respect thereto); provided, however, that the
Holder shall not be liable in any such case to the extent that prior to the
filing of any such registration statement, prospectus or preliminary prospectus
or amendment thereof or supplement thereto, the Holder has furnished in writing
to the Company information expressly for use in such registration statement,
prospectus or preliminary prospectus or amendment thereof or supplement thereto
which corrected or made not misleading information previously furnished to the
Company.  In no event shall the liability of the Holder hereunder be
greater in amount than the dollar amount of the proceeds received by the Holder
upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    14.3   Conduct of Indemnification
Proceedings.  Any person or entity entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after
the receipt by such Person of any written notice of the commencement of any
action, suit, proceeding or investigation or threat thereof made in writing for
which such person or entity will claim indemnification or contribution pursuant
to the provisions hereof and, unless in the judgment of counsel of such
indemnified party, a conflict of interest may exist between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim.  Failure by
the indemnified party to timely notify the indemnifying party shall not relieve
the indemnifying party from the obligations of Section 14, except where such
failure to notify materially prejudices indemnifying parties ability to such
action, suit, proceeding, investigation or threat. Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its written consent (but such
consent will not be unreasonably withheld).  No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation.  If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it will not be
obligated to pay the fees and expenses of more than one counsel (plus such local
counsel, if any, as may be reasonably required in other jurisdictions) with
respect to such claim, unless in the judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and expenses of
such additional counsel or counsels.  For the purposes of this Section
14.3, the term “conflict of interest” shall mean that there are one or more
legal defenses available to the indemnified party that are different from or
additional to those available to the indemnifying party or such other
indemnified parties, as applicable, which different or additional defenses make
joint representation inappropriate.

     

    14.4  Contribution.  If
the indemnification from the indemnifying party provided for in this Section
14.4 is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative benefits received by the indemnified
party on the one hand and the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
Indemnified Party failed to give the notice required above, then each
Indemnifying Party shall contribute to such amount paid or payable by such
Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted
in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties
intent, knowledge, access to information and opportunity to correct or prevent
such action.  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 14.3, any
reasonable legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    14.5         If
indemnification is available under this Section 14, the indemnifying parties
shall indemnity each indemnified party to the fullest extent provided for
hereunder without regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration provided for in this
Section 14.

    


    15       Miscellaneous. 

    


    15.1         In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

    


    15.2         This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns.  Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other
than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.

    


    15.3         The
section headings in this Warrant are for purposes of convenience only and shall
not constitute a part hereof.

    


    15.4  
      Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of New York.  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of
New York, New York for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of this Warrant, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper.  Each party
hereto hereby irrevocably waives personal service of process and consents 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
Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by
law.  EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS,
DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    15.5         Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being
a Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.

    


    15.6         No
provision hereof, in the absence of any affirmative action by Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights
or privileges of Holder, shall give rise to any liability of Holder for the
purchase price of any Ordinary Share or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.

     

    [Signature
Page Follows]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Representative’s Warrant to be duly executed as of the
date first above written.

    


    
      
        
          	 
      	
                  LIZHAN
      ENVIRONMENTAL CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:

                	  
      
	 
      	 
      	
                  Name:  Liu
      Jianfeng

                
	 
      	 
      	
                  Title:
      Chief Executive
Officer

                


        

      

    
 

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    EXHIBIT
A

    FORM
OF EXERCISE NOTICE

    [To be
executed only upon exercise of Warrant]

    


    To LIZHAN
ENVIRONMENTAL CORPORATION:

    


    The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 3.1 of the Warrant with respect to
________________________ Warrant Shares, at an exercise price per share of
$[                ],
and requests that the certificates for such Warrant Shares be issued, subject to
Sections 9 and 10, in the name of, and delivered to:

    


    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    


    The
undersigned is hereby making payment for the Warrant Shares in the following
manner: [check one]

    


     ̈           by
cash in accordance with Section 3.1(b) of the Warrant

    


     ̈           via
cashless exercise in accordance with Section 3.1(c) of the Warrant in the
following manner:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    The
undersigned hereby represents and warrants that it is, and has been since its
acquisition of the Warrant, the record and beneficial owner of the
Warrant.

    


    Dated:
_______________

    


    ________________________________________

    Print or
Type Name

    


    ________________________________________

    (Signature
must conform in all respects to name of holder as specified on the face of
Warrant)

    


    ________________________________________

    (Street
Address)

    


    ________________________________________

    (City)                      (State)      (Zip
Code)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    FORM
OF ASSIGNMENT

    [To be
executed only upon transfer of Warrant]

    


    For value
received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto _____________________ [include name and addresses]
the rights represented by the Warrant to purchase __________ Ordinary Shares of
LIZHAN ENVIRONMENTAL CORPORATION to which the Warrant relates, and appoints
_____________________ Attorney to make such transfer on the books of LIZHAN
ENVIRONMENTAL CORPORATION maintained for the purpose, with full power of
substitution in the premises.

    


    
      
        
          
            	
                    Dated:

                  	
                    ________________________________________

                  
	 
      	 
      	
                    (Signature
      must conform in all respects

                  
	 
      	 
      	
                    to
      name of holder as specified on the

                  
	 
      	 
      	
                    face
      of Warrant)

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ________________________________________

                  
	 
      	 
      	
                    (Street
      Address)

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ________________________________________

                  
	 
      	 
      	
                    (City)         (State)           (Zip
      Code)

                  
	 
      	 
      	 
      
	
                    Signed
      in the presence of:

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ________________________________________

                  
	 
      	 
      	
                    (Signature
      of Transferee)

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ________________________________________

                  
	 
      	 
      	
                    (Street
      Address)

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ________________________________________

                  
	 
      	 
      	
                    (City)            (State)            (Zip
      Code)

                  
	
                    Signed
      in the presence
of: