31,250,000
shares of a par value of US$0.32 each

       

      LIZHAN
ENVIRONMENTAL CORPORATION

       

      (Registered
under the laws of the Cayman Islands)

       

      
        
          	
                  Number
      __________

                	
                  CUSIP
      G55329
      109 Shares

                


        

      

       

      THIS IS
TO CERTIFY THAT _____________________________________ is the registered holder
of _________________________________________ Ordinary Shares in the above-named
Company subject to the memorandum and articles of association
thereof.

       

      Transferable
only on the books of the Company in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly
authorized officers.

      Dated:
_______


       

      
        	 
      	
                Countersigned
      and registered

              
	
                Corporate
      Logo

              	 
      
	 
      	
                Transfer
      Agent and Registrar

              
	 
      	
                By:
      ____________________

              
	 
      	
                Authorized
      Officer

              
	 
      	 
      
	
                By: ____________________

              	
                By:
      ____________________

              
	
                Chief
      Financial Officer

              	
                Chief
      Executive Officer

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      LIZHAN
ENVIRONMENTAL CORPORATION

        

      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

       

      
        	
                TEN
      COM – as tenants in common

              	
                UNIF
      GIFT MIN ACT

              
	
                TEN
      ENT – as tenants by the entireties

              	
                _______Custodian_______

                (Cust)                      (Minor)

                Under
      Uniform Gifts to Minors Act of ____ (State)

              
	
                JT
      TEN – as joint tenants with right of survivorship and not as tenants in
      common (State)

              	 
      


      

       

      Additional
Abbreviations may also be used though not in the above list.

       

      The
Company will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Memorandum and Articles of Association and
all amendments thereto and resolutions of the Board of Directors providing for
the issue of shares of Preferred Stock (copies of which may be obtained from the
secretary of the Company), to all of which the holder of this certificate by
acceptance hereof assents.

       

      For value
received, _________________________ hereby sell, assign and transfer unto
___________________________.

       

      __________________________________________________

       

      (PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE.)

       

      ______________________________________________________________________________________________________

       

      ______________________________________________________________________________________________________

       

      ______________________________________________________________________________________________________

       

      (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE.)

       

      ____________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ______________________ Attorney to transfer
the said stock on the books of the within named Company will full power of
substitution in the premises.

       

      Dated
_______________ _____________________________

       

      
        	 
      	
                Notice:  The
      signature to this assignment must correspond with the name as written upon
      the face of the certificate in every particular, without alteration or
      enlargement or any change whatever.

              
	
                Signature(s)
      Guaranteed:

                By______________________________

                THE
      SIGNATURE(S) SHOULD BE  GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION  (BANKS, STOCKBROKERS, SAVINGS AND
      LOAN ASSOCIATIONS AND  CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE  GUARANTEE MEDALLION PROGRAM, PURSUANT
      TO S.E.C. RULE 17Ad-15).