NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR
(B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT
OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

     

    NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

     

    NF
ENERGY SAVING CORPORATION

     

    COMMON
STOCK PURCHASE WARRANT

     

    (Subject
to transfer restrictions.)

     

    
      
        	
                Original
      Issue Date: _______, 2010

              	
                Number
      of Warrant Shares: _______

              


      

    

     

    1.           Warrant.

     

    FOR VALUE
RECEIVED, subject to the provisions hereinafter set forth, the undersigned, NF
Energy Saving Corporation, a corporation incorporated under the laws of the
State of Delaware (together with its successors and assigns, the “Company”), hereby
grants to __________ with offices at ____________________ (the “Holder”), the right
to purchase up to _______ shares of common stock, par value $0.001 per share
(the “Common
Stock”), from the Company (each such share a “Warrant Share” and
all such shares, the “Warrant Shares”) at
an exercise price of $4.00 per share, as adjusted from time to time as provided
in Section 5 (the “Exercise Price”), at
any time and from time to time commencing three months after the date hereof and
through and including 5:00 p.m., New York City time, on ______, 2015 (the “Expiration
Date”).

     

    2.           Exercise.

     

    2.1           Exercise
Form.  In order to exercise this Warrant, the Notice of
Exercise in the form attached hereto must be duly executed and completed and
delivered to the Company, together with this Warrant and payment of the Exercise
Price for the Warrant Shares being purchased. Payment of the Exercise Price
shall be paid in cash, by certified check or wire transfer. If this Warrant
shall not be exercised at or before 5:00 p.m., New York City time, on the
Expiration Date, this Warrant shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.

     

    2.2           Legend.  Each
certificate for Warrant Shares issued under this Warrant shall bear a legend as
follows, unless such Warrant Shares have been registered under the Securities
Act of 1933, as amended (the "Securities
Act"):


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT
OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.”

     

    3.           Transfer.

     

    3.1           General
Restrictions.  The registered Holder of this Warrant, by its
acceptance hereof, agrees that it will not sell, transfer or assign or
hypothecate this Warrant to anyone except upon compliance with, or pursuant to
exemptions from, applicable Federal, national, state and local securities
laws.  In order to make any permitted assignment, the Holder must
deliver to the Company the assignment form attached hereto duly executed and
completed, together with this Warrant and payment of all transfer taxes, if any,
payable in connection therewith.  The Company shall immediately
transfer this Warrant on the books of the Company and shall execute and deliver
a new Warrant or Warrants substantially similar in all material terms to the
appropriate assignee(s) expressly evidencing the right and obligation to
purchase the aggregate number of shares of Common Stock purchasable hereunder or
such portion of such number as shall be contemplated by any such
assignment.

     

    3.2           Restrictions Imposed by the
Securities Act.  This Warrant and the Warrant Shares underlying
this Warrant shall not be transferred unless and until (i) the Company has
received the opinion of counsel for the Holder that such securities may be
transferred without compliance with the registration requirements under Section
5 of the Securities Act, which opinion is reasonably satisfactory to the
Company, or (ii) a registration statement relating to such Warrant Shares has
been filed by the Company and declared effective by the Securities and Exchange
Commission.

     

    4.           New Warrants to be
Issued.

     

    4.1           Partial Exercise or
Transfer.  Subject to the restrictions set forth herein, this
Warrant may be exercised or assigned in whole or in part.  In the
event of the exercise or assignment hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and satisfaction of the Exercise Price and/or transfer tax, if applicable,
the Company shall cause to be delivered to the Holder without charge a new
Warrant or Warrants substantially similar in all material terms to this Warrant
in the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of shares of Common Stock purchasable hereunder as to which
this Warrant has not been exercised or assigned.

     

    4.2           Lost
Certificate.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
(or an affidavit from the Holder certifying the same) and of reasonably
satisfactory indemnification, the Company shall execute and deliver a new
Warrant or Warrants substantially similar in all material terms and date. Any
such new Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    5.           Adjustments.

     

    5.1          Adjustments to Exercise
Price and Number of Securities.  The Exercise Price and the
number of shares of Common Stock underlying this Warrant shall be subject to
adjustment from time to time as hereinafter set forth:

     

    5.1.1           Stock Dividends -
Recapitalization, Reclassification, Split-Ups.  If after the
date hereof, and subject to the provisions of Section 5.2, the number of
outstanding shares of Common Stock is increased by a stock dividend on the
Common Stock payable in shares of Common Stock or by a split-up,
recapitalization or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
issuable on exercise of this Warrant shall be increased in proportion to such
increase in outstanding shares.

     

    5.1.2           Aggregation of
Shares.  If, after the date hereof and subject to the
provisions of Section 5.2, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, upon the effective date thereof, the
number of shares of Common Stock issuable on exercise of this Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common
Stock.

     

    5.1.3           Adjustments in Exercise
Price.  Whenever the number of shares of Common Stock
purchasable upon the exercise of this Warrant is adjusted, as provided in this
Section 5.1, the Exercise Price shall be adjusted (to the nearest cent) by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of this Warrant immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

     

    5.1.4           Replacement of Securities
upon Reorganization, etc.   In case the Company at any
time prior to the Expiration Date shall consolidate with or merge into any other
person, company or entity and the Company shall not be the continuing or
surviving corporation of such consolidation or merger (each, a “Triggering Event”),
the Holder of this Warrant shall have the right, upon the exercise hereof at any
time after  the consummation of such Triggering Event, but prior to
the Expiration Date and to the extent this Warrant is not exercised prior to
such Triggering Event, to receive, and shall accept, at the aggregate Exercise
Price in effect at the time immediately prior to the consummation of such
Triggering Event, in lieu of the shares of Common Stock issuable upon such
exercise of this Warrant prior to such Triggering Event, the securities and/or
cash 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, subject to adjustments (subsequent to such
corporate action) as nearly equivalent as possible to the adjustments provided
for in this Section 5.

     

    5.1.5           Issuance
of  Additional Warrants.  If, during the period of
one year after the original issuance date of this Warrant:

     

    (a)           the
Company, in connection with a private placement of its securities in which
Rodman & Renshaw, LLC acts as the lead placement agent (the “Rodman
Offering”), issues any warrants having an exercise price less than the Exercise
Price (then in effect), then the Exercise Price (then in effect) will be reduced
to such lower exercise price; or


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           the
Company issues any warrants having an exercise price less than the Exercise
Price (then in effect), then the Exercise Price (then in effect) will be reduced
to such lower exercise price.  The foregoing adjustment will be made
whenever the Company issues warrants. The foregoing adjustment to the Exercise
Price will not apply to any sales by the Company of any securities (i) if the
sale of the securities is for other than capital raising purposes, (ii) if the
sale of the securities is in connection with or occurs after a private placement
or public offering of Company securities, where the Company receives at least
$3,000,000 in gross proceeds, (iii) if the sale of the securities occurs after
the Warrant Shares are registered for resale pursuant to an effective
registration statement filed with the Securities and Exchange Commission, or
(iv) if the sale of securities is made in connection with the Rodman
Offering.

     

    5.1.6           Changes in Form of
Warrant.  The form of this Warrant need not be changed because
of any adjustments in the Exercise Price or the number and kind of securities
issuable upon the exercise of this Warrant.

     

    5.2          Elimination of Fractional
Interests.  The Company shall not be required to issue
certificates representing fractions of shares of Common Stock upon the exercise
of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of
any fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of shares of Common Stock or other securities, properties or
rights.

     

    6.           Validity and
Reservation.  The Company represents and warrants that this
Warrant has been duly authorized and validly issued and is the binding
obligation of the Company enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors’ rights. The Company
shall reserve and keep available out of its authorized but unissued shares of
Common Stock such number of shares of Common Stock for which this Warrant may
from time to time be issuable. The Company covenants and agrees that, upon
exercise of the Warrants and payment of the Exercise Price therefore, the
Warrant Shares shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder.

     

    7.           Certain Notice
Requirements.

     

    7.1           Holder's Right to Receive
Notice.  Nothing herein shall be construed as conferring upon
the Holder the right to vote or consent or to receive notice as a stockholder
for the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company with respect to this Warrant or the
Warrant Shares.  If, however, at any time prior to the Expiration
Date, any of the events described in Section 7.2 shall occur, then the Company
shall give written notice of such event at least ten days prior to the date
fixed as a record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on a proposed dissolution, liquidation, winding up or sale of all or
substantially all of its property, assets and business.  The notice
shall specify the record date or the date of the closing of the transfer books,
as the case may be.

     

    7.2           Events Requiring
Notice.  The Company will use its reasonable commercial efforts
to give the notice described in this Section 7 upon one or more of the following
events:  (i) if the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend,
distribution, conversion of or in respect of its Common Stock, (ii) the Company
shall offer to all the holders of its Common Stock any additional shares of
capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to
subscribe therefore, (iii) a merger or reorganization in which the Company is
not the surviving party, or (iv) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business shall be
proposed.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    7.3           Notice of Change in Exercise
Price.  The Company promptly after an event requiring a change
in the Exercise Price pursuant to Section 5 hereof, will send notice to the
Holders of such event and change (“Price Notice”).  The failure to
give such notice will not be a material breach of this Warrant.

     

    7.4           Transmittal of
Notices.  All notices, requests, consents and other
communications under this Warrant shall be in writing and shall be deemed to
have been duly made on the date of delivery if delivered personally or sent by
overnight courier, with acknowledgment of receipt by the party to which notice
is given, or on the fifth day after mailing if mailed to the party to whom
notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows:  (i) if
to the registered Holder of this Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to its principal
executive office.

     

    8.           Registration
Rights.

     

    8.1           Piggyback Registration
Rights.  If, at any time there is not an effective registration
statement covering the resale of the Warrant Shares (for purposes of this
Section 8, the “Registrable Securities”), the Holder of this Warrant shall have
the right, until such time as the Holder may sell the Registrable Securities
without regard to the holding period requirements pursuant to Rule 144 under the
Securities Act of 1933, as amended (the “Act”), to include, to the extent
allowed by the Securities and Exchange Commission, all or any of the Registrable
Securities as part of any registration of securities filed by the Company, other
than on Form S-4 or Form S-8 or their then equivalents. However, if, in the
written opinion of the Company's managing underwriter or underwriters, if any,
for such offering (the “Underwriter”), the inclusion of the Registrable
Securities, when added to the securities being registered by the Company or the
other selling stockholder(s), will exceed the maximum amount of the Company’s
securities which can be marketed (i) at a price reasonably related to their then
current market value, or (ii) without materially and adversely affecting the
entire offering, the Holder agrees that the Registrable Securities held by the
Holder, together with any other securities being registered pursuant to any
other piggyback registration right, shall be removed from the registration
statement, pro rata based on the number of securities being registered for such
holders of piggyback registration rights.

    


    For purposes of clarity of the above
provisions, in the event any or all of the Holder’s Registrable Securities are
not included in a registration statement due to Underwriter cutbacks, the
Company shall not be required to prepare and file any additional registration
statement.  However, to the extent there are any Registrable
Securities which have not been heretofore registered, the Holder will have the
right to include those Registrable Securities on any subsequent registration
statement pursuant to the piggyback registration rights set forth in this
Section 8.1.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    8.2           Registration
Terms.  The Company shall bear all fees and expenses attendant
to registering the Registrable Securities, but the Holder shall pay any and all
underwriting and other selling commissions and the expenses of any legal counsel
selected by the Holder to represent it in connection with the sale of the
Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holder of outstanding Registrable Securities with
not less than twenty days written notice prior to the proposed date of filing of
such registration statement. The Holder of the Registrable Securities shall
exercise the piggyback rights provided for herein by giving written notice,
within ten days of the receipt of the Company’s notice of its intention to file
a registration statement. The Company shall cause any registration statement
filed pursuant to the above piggyback rights to remain effective until the
earlier of (i) all Registrable Securities thereunder have been sold, (ii) the
date on which the Holder may sell the Registrable Securities without regard to
the holding period requirements pursuant to Rule 144 under the Securities Act of
1933, as amended (the “Act”), or any successor rule, or (iii) one year from the
date of effectiveness of such registration statement.

     

    8.3           Indemnification.

    


    (a)           The
Company shall indemnify the Holder of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holder, within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), against all loss, claim, damage, expense or liability (including all
reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement.  The Holder of the Registrable
Securities to be sold pursuant to such registration statement shall indemnify
the Company against all loss, claim, damage, expense or liability (including all
reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which it
may become subject under the Act, the Exchange Act or otherwise, arising from
information furnished by or on behalf of such Holder, in writing, for specific
inclusion in such registration statement, provided, however, that the obligation
to indemnify shall be limited to the amount of the proceeds received by the
Holder from the sale of the Registrable Securities pursuant to the registration
statement.

    


    (b)           If
any action is brought against a party hereto, ("Indemnified Party") in respect
of which indemnity may be sought against the other party ("Indemnifying Party"),
such Indemnified Party shall promptly notify Indemnifying Party in writing of
the institution of such action and Indemnifying Party shall assume the defense
of such action, including the fees of counsel reasonably satisfactory to the
Indemnified Party.  Such Indemnified Party shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i)
Indemnifying Party shall not have employed counsel to defend such action, or
(iii) Indemnified Party shall have been advised by counsel that there may be one
or more legal defenses available to it which may result in a conflict between
the Indemnified Party and Indemnifying Party (in which case Indemnifying Party
shall not have the right to direct the defense of such action on behalf of the
Indemnified Party), in any of which events, the reasonable fees and expenses of
not more than one additional firm of attorneys designated in writing by the
Indemnified Party shall be borne by Indemnifying
Party.  Notwithstanding anything to the contrary contained herein, if
Indemnified Party shall assume the defense of such action as provided above,
Indemnifying Party shall not be liable for any settlement of any such action
effected without its written consent.



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (c)           If
the indemnification provided for hereunder is finally judicially determined by a
court of competent jurisdiction to be unavailable to an Indemnified Party (other
than as a consequence of a final judicial determination of willful misconduct,
bad faith or gross negligence of such Indemnified Party), then Indemnifying
Party agrees, in lieu of indemnifying such Indemnified Party, to contribute to
the amount paid or payable by such Indemnified Party (i) in such proportion as
is appropriate to reflect the relative benefits received, or sought to be
received, by Indemnifying Party on the one hand and by such Indemnified Party on
the other or (ii) if (but only if) the allocation provided in clause (i) of this
sentence is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in such clause
(i) but also the relative fault of Indemnifying Party and of such Indemnified
Party; provided, however, that in no event shall the aggregate amount
contributed by the Holder exceed the amount of the proceeds received by the
Holder from the sale of the Registrable Securities pursuant to the registration
statement.

    


    (d)           The
rights accorded to Indemnified Parties hereunder shall be in addition to any
rights that any Indemnified Party may have at common law, by separate agreement
or otherwise.

     

    9.           Miscellaneous.

     

    9.1           Headings.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Warrant.

     

    9.2           Entire
Agreement.  This Warrant constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings of the parties, oral and written, with
respect to the subject matter hereof.

     

    9.3           Binding
Effect.  This Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their respective
successors, legal representatives and permitted assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Warrant or any provisions herein
contained.

     

    9.4           Governing Law; Submission to
Jurisdiction.  This Warrant shall be governed by and construed
and enforced in accordance with the law of the State of Delaware, without giving
effect to conflict of laws. The parties hereby agree that any action, proceeding
or claim against it arising out of, or relating in any way to this Warrant shall
be brought and enforced in the courts of the State of New York or of the United
States of America in the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby
waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon a
party may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
for notices as contemplated in Section 7.4 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon such party in any action,
proceeding or claim. The parties agree that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding
and/or incurred in connection with the preparation therefore.

     

    9.5           Waiver,
Etc.  The failure of the Company or the Holder to at any time
enforce any of the provisions of this Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of
this Warrant or any provision hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach, non-compliance or non-fulfillment of any of the provisions of this
Warrant shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    9.6           Enforcement.  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 reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    9.7           Amendments.  No
amendment or variation of this specific Warrant shall be effective unless made
in writing and signed by the persons subject thereto.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by its duly authorized officer as
of the date first set forth above.

     

    
      
        	 
      	
                NF
      ENERGY SAVING CORPORATION

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:
      Gang Li

              
	 
      	 
      	
                Title:  Chief
      Executive Officer

              


      

    

    


    [Signature
page to Warrant]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Form
of

    Notice
of Exercise

    (to be
executed by the Holder)

     

    To NF
Energy Saving Corporation:

     

    The
undersigned hereby elects irrevocably to exercise this Warrant on ______________
(date), and to purchase thereunder _____________ full shares of NF Energy Saving
Corporation common stock issuable upon exercise of the Warrant and delivery of
$_________ (in specie, certified check, or wire transfer as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant
to such Warrant.

     

    The
undersigned requests that certificates for such shares be issued in the name
of:

     

    
      
        

      

    

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

     

    
      
 

    
      
 

    If the
shares issuable upon this exercise of the Warrant are not all of the Warrant
Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
the undersigned requests that a new Warrant evidencing the rights not so
exercised be issued in the name of and delivered to:

     

    
      

    

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

     

    
      
 

    
      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date:  _______________________

                                	
                                  Name
      of Holder
  (print):  ___________________________

                                
	 
      	 
      
	 
      	
                                  (Signature):

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  (By:)

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  (Title:)

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  Dated:

                                	 
      
	 	 	 
	 	

                                  Note:  Signature must
      conform in all respects to the name of the Warrant Holder as specified on
      the face of the
Warrant.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Form to
be used to assign Warrant where permitted:

     

    ASSIGNMENT

     

    (To be
executed by the registered Holder to effect a transfer of the within
Warrant):

     

    FOR VALUE
RECEIVED, and subject to the limitations set forth in the Warrant, the
Holder,  ________________________________,  does hereby
sell, assign and transfer unto _________________________________ the right to
purchase _____________________ shares of Common Stock of NF Energy Saving
Corporation ("the Company") evidenced by the within Warrant and does hereby
authorize the Company to transfer such right on the books of the
Company.

     

    Dated:____________________,
20___

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Name
      of Warrant Holder:

                                
	 
      	 
      
	 
      	
                                  (Print)

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  (By:)

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  (Name:)

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  (Title:)

                                	 
      
	 	 	 
	 	

                                  Note:
      Signature must conform in all respects to name of Warrant Holder as
      specified on the face of the
Warrant.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
         


      

      
        11