Unassociated Document


    


    

      FORM
        OF WARRANT EXERCISE AGREEMENT

      [Letterhead
        of China Bio Energy Holding Group Co., Ltd.]

    

     

    October
      ___, 2008

    


    [Warrant
      Holder]

    


    Gentlemen:

    


    This
      will
      confirm your agreement with China Bio Energy Holding Group Co., Ltd. (the
      "Company"),
      with
      respect to the exercise, prior to the expiration date, of the Company’s Series
      A-1 Warrant to purchase up to _________ shares of common stock, par value
      $0.0001 per share (the “Common
      Stock”),
      dated
      October 23, 2007 (the “A-1
      Warrant”).
      You
      and the Company have agreed as follows:

    


    1.
      Within
      three (3) calendar days after the execution of this letter agreement, you will
      deliver a notice of exercise of the A-1 Warrant, in the form attached thereto
      (the “Notice
      of Exercise”)
      to the
      Company. The Notice of Exercise will provide that you have elected to
      purchase _________ shares of Common Stock covered by the A-1 Warrant, which
      represents 50% of the amount of the A-1 Warrant. In connection with the delivery
      of the Notice of Exercise and in accordance with the terms of the A-1 Warrant,
      you shall deliver by wire transfer of immediately available funds an amount
      equal to $_________, which amount shall be payment in full for the partial
      exercise of the A-1 Warrant.

    


    2.
      In
      consideration of such exercise, the Company has agreed, with respect to the
      exercise of the remainder of the shares of Common Stock underlying the
      A-1Warrant, and with respect to the Company’s Series A-2 Warrant to purchase up
      to _________ shares of Common Stock, dated October 23, 2007, that you hold
      (the “A-2
      Warrant”,
      and
      together with the A-1 Warrant, the “Warrants”),
      to
      (i) amend the Warrants to grant to you the right to cashless exercise the
      Warrants at any time, and (ii) to amend the definition of “Per
      Share Market Value”
set
      forth in Section 9 of each Warrant, so that it includes, on any particular
      day,
      a 10% discount to the closing bid price per share of the Common Stock. The
      foregoing, as well as additional amendments, as per your request, are included
      in the form of the Amended and Restated Warrant, attached hereto as Exhibit
      A.

    


    3. Further,
      the Company has agreed to grant to you registration rights with respect to
      the
      shares of Common Stock exercised under the A-1 Warrant. The terms and conditions
      of such registration to be set forth in a registration rights agreement to
      be
      entered into simultaneously with the execution of this letter agreement, which
      shall supersede and replace the Registration Rights Agreement, dated October
      23,
      2007 between the Company and you (the “Original Registration Rights Agreement”).
      It being understood that upon execution of this letter agreement, the Original
      Registration Rights Agreement shall terminate, and no longer be in full force
      and effect without any further action by the parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      you
      agree with the foregoing, please execute this letter agreement in the
      appropriate space set forth below. 

    


    
      	 	
              Sincerely
                yours,

            
	 	 
	 	
              China
                Bio Energy Holding Group Co., Ltd.

            
	 	 
	 	
              By: _________________________

            
	 	 
	 	
              Name:
                Gao Xincheng

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              Accepted
                and Agreed by:

            	 
	 	 
	
              Vision
                Opportunity Master Fund, Ltd.

            	 
	 	 
	 	 
	
              By: _________________________

            	 
	 	 
	
              Name:
                

            	 
	
              Title: