f8k030708ex4v_chinayida.htm


    THE SECURITIES REPRESENTED HEREBY MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE
SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.

    


    SUBJECT TO THE PROVISIONS HEREOF, THIS
WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON SEPTEMBER 7, 2011 (THE
“EXPIRATION DATE”).

    


    No.  A-                      

    


    CHINA
YIDA HOLDING, CO.

     

    CLASS
A WARRANT TO PURCHASE _______ SHARES OF

    COMMON
STOCK, PAR VALUE $0.001 PER SHARE

    


    For VALUE RECEIVED,
____________________ (“Warrantholder”), is entitled to purchase, subject to the
provisions of this Warrant, from China Yida Holding, Co., a Delaware corporation
(“Company”), at any time on or after September __, 2008 but not later than
5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an
exercise price per share equal to $1.25 (the exercise price in effect being
herein called the “Warrant Price”), ______ shares1
(“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share
(“Common Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.  This Warrant is being issued
pursuant to the Securities Purchase Agreement, dated as of March __, 2008
(the “Purchase Agreement”), among the Company and the initial holders of the
Company Warrants (as defined below), in connection with an offering of units of
securities of the Company (the “Offering”).  Capitalized terms used
herein have the respective meanings ascribed thereto in the Purchase Agreement
unless otherwise defined herein.

    


    Section
1.                                Registration.  The
Company shall maintain books for the transfer and registration of the
Warrant.  Upon the initial issuance of this Warrant, the Company shall
issue and register the Warrant in the name of the Warrantholder.

    


    Section
2.                      Transfers.  As
provided herein, this Warrant and any underlying Warrant Shares may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”), or an exemption from such
registration.  Subject to such restrictions, the Company shall
transfer this Warrant and any underlying Warrant Shares from time to time upon
the books to be maintained by the Company for that purpose, upon surrender
hereof for transfer, properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Company, including, if 

    ______________________________


      1
50% warrant coverage (subject to Section 18(a) hereof).


      
        
           


        

        
          1

          
            

          

        

        
           


        

      



    required
by the Company, an opinion of its counsel to the effect that such transfer is
exempt from the registration requirements of the Securities Act, to establish
that such transfer is being made in accordance with the terms hereof, and a new
Warrant shall be issued to the transferee and the surrendered Warrant shall be
canceled by the Company.

    


    Section
3.                      Exercise of
Warrant.

    


    (a)           General. Subject to
Section 18(a) and the other provisions hereof, the Warrantholder may exercise
this Warrant, in whole or in part, at any time prior to its expiration upon
surrender of the Warrant, together with delivery of a duly executed Warrant
exercise form, in the form attached hereto as Appendix A (the
“Exercise Agreement”) and payment by cash, certified check or wire transfer of
funds (or, in certain circumstances, by cashless
exercise as provided in Section 3(c) below) of the aggregate Warrant
Price for that number of Warrant Shares then being purchased, to the Company
during normal business hours on any business day at the Company’s principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the Warrantholder).  The Warrant Shares so
purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder’s designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or the
date evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant Price
shall have been paid and the completed Exercise Agreement shall have been
delivered.  Certificates for the Warrant Shares so purchased shall be
delivered to the Warrantholder within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such denominations as may be requested by
the Warrantholder and shall be registered in the name of the Warrantholder or
such other name as shall be designated by the Warrantholder, as specified in the
Exercise Agreement.  If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the Warrantholder a new
Warrant representing the right to purchase the number of shares with respect to
which this Warrant shall not then have been exercised.  As used
herein, “business day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of
business.  Each exercise hereof shall constitute the re-affirmation by
the Warrantholder that the representations and warranties contained in Section 5
of the Purchase Agreement are true and correct in all material respects with
respect to the Warrantholder as of the time of such exercise.

    


    (b)           Conversion
Limitation. Notwithstanding anything in this Warrant to the contrary, in
no event shall the Warrantholder be entitled to exercise a number of Warrants
(or portions thereof) in excess of the number of Warrants (or portions thereof)
upon exercise of which the sum of (i) the number of shares of Common Stock
beneficially owned by the Warrantholder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised Warrants and the unexercised or unconverted portion of any other
securities of the Company (subject to a limitation on conversion or exercise
analogous to the limitation contained herein) and (ii) the number of shares of
Common Stock issuable upon exercise of the Warrants (or portions thereof) with
respect to which the determination described herein is being made, would result
in beneficial ownership by the Warrantholder and its affiliates of more than
9.99% of the outstanding shares of the Company’s Common
Stock.  

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    For
purposes of the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided
in clause (i) of the preceding sentence.  Notwithstanding anything in
this Warrant to the contrary, the limitation on exercise of this Warrant may be
waived by written agreement between the Warrantholder and the Company; provided, however, such waiver
may not be effective less than sixty-one (61) days from the date
thereof.

    


    (c)           Cashless
Exercise.  Notwithstanding any other provision contained herein
to the contrary, from and after the six month anniversary of the Closing Date
and so long as the Company is required under the Registration Rights Agreement
to have effected the registration of the Warrant Shares for resale to the public
pursuant to a Registration Statement (as such term is defined in the
Registration Rights Agreement), if the Warrant Shares may not be freely sold to
the public due to the failure of the Company to have effected the registration
of the Warrant Shares or to have a current prospectus available for delivery or
otherwise, and if an exemption for such sale is not otherwise available pursuant
to Rule 144 promulgated under the Securities Act, the Warrantholder may elect to
receive, without the payment by the Warrantholder of the aggregate Warrant Price
in respect of the shares of Common Stock to be acquired, shares of Common Stock
of equal value to the value of this Warrant, or any specified portion hereof, by
the surrender of this Warrant (or such portion of this Warrant being so
exercised) together with a Net Issue Election Notice, in the form annexed hereto
as Appendix B,
duly executed, to the Company.  Thereupon, the Company shall issue to
the Warrantholder such number of fully paid, validly issued and nonassessable
shares of Common Stock as is computed using the following formula:

    


    X = Y (A -
B)

           A

    


    where

    


    X
=           the number of
shares of Common Stock to which the Warrantholder is entitled upon such cashless
exercise;

    


    Y
=           the total
number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless exercise
(including both shares to be issued to the Warrantholder and shares as to which
the purchase rights are to be canceled as payment therefor);

    


    A
=           the “Market
Price” of one share of Common Stock as at the date the net issue election is
made; and

    


    B
=           the Warrant
Price in effect under this Warrant at the time the net issue election is
made.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    Section
4.                      Compliance with the
Securities Act. Except as provided in the Purchase Agreement, the Company
may cause the legend set forth on the first page of this Warrant to be set forth
on each Warrant, and a similar legend on any security issued or issuable upon
exercise of this Warrant, unless counsel for the Company is of the opinion as to
any such security that such legend is unnecessary.

    


    Section
5.                      Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company’s reasonable satisfaction that such tax has been
paid.  The Warrantholder shall be responsible for income taxes due
under federal, state or other law, if any such tax is due.

    


    Section
6.                      Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon surrender and cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and for the purchase of a like number of Warrant Shares, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.

    


    Section
7.                      Reservation of Common
Stock.  The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of providing for the exercise of the Company Warrants, such number
of shares of Common Stock as shall from time to time equal the number of shares
sufficient to permit the exercise of the Company Warrants in accordance with
their respective terms.  The Company agrees that all Warrant Shares
issued upon due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.

    


    Section
8.                      Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

    


    (a)           If
the Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then (i) the Warrant Price in effect
immediately prior to the date on which such change shall become effective shall
be adjusted by multiplying such

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     Warrant
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such change and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after giving effect to such change and (ii) the number of Warrant Shares
purchasable upon exercise of this Warrant shall be adjusted by multiplying the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior to the date on which such change shall become effective by a fraction, the
numerator of which is shall be the Warrant Price in effect immediately prior to
the date on which such change shall become effective and the denominator of
which shall be the Warrant Price in effect immediately after giving effect to
such change, calculated in accordance with clause (i) above.  Such
adjustments shall be made successively whenever any event listed above shall
occur.

    


    (b)           If
any capital reorganization or reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition of
all or substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant.  The
provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

    


    (c)           In
case the Company shall fix a payment date for the making of a distribution to
all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription rights
or warrants, the Warrant Price to be in effect after such payment date shall be
determined by multiplying the Warrant Price in effect immediately prior to such
payment date by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding multiplied by the Market Price (as defined
below) per share of Common Stock immediately prior to such payment date, less
the fair market value (as determined by the Company’s Board of Directors in good
faith) of said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the total
number of shares of Common Stock outstanding multiplied by such Market Price per
share of Common Stock immediately prior to such payment
date.  

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    “Market
Price” as of a particular date (the “Valuation Date”) shall mean the following:
(a) if the Common Stock is then listed on a national stock exchange, the closing
sale price of one share of Common Stock on such exchange on the last trading day
prior to the Valuation Date; (b) if the Common Stock is then quoted on The
Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities
Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar
quotation system or association, the closing sale price of one share of Common
Stock on Nasdaq, the Bulletin Board or such other quotation system or
association on the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or (c)
if the Common Stock is not then listed on a national stock exchange or quoted on
Nasdaq, the Bulletin Board or such other quotation system or association, the
fair market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Warrantholder.  If the Common Stock is not then listed on a national
securities exchange, Nasdaq the Bulletin Board or such other quotation system or
association, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as
to the fair market value of a share of Common Stock as determined by the Board
of Directors of the Company.  In the event that the Board of Directors
of the Company and the Warrantholder are unable to agree upon the fair market
value in respect of subpart (c) of this paragraph, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.  Such adjustment shall be made successively
whenever such a payment date is fixed.

    


    (d)           An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an
adjustment.

    


    (e)           In
the event that, as a result of an adjustment made pursuant to this Section 8,
the Warrantholder shall become entitled to receive any shares of capital stock
of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.

    


    (f)           Provided
that this Warrant shall still be in effect and has not either expired or been
exercised in its entirety, except as provided in subsection (g) hereof, if and
whenever the Company shall issue or sell, or is, in accordance with any of
subsections (f)(l) through (f)(4) hereof, deemed to have issued or sold, any
Additional Shares of Common Stock for no consideration or for a consideration
per share less than the Warrant Price in effect immediately prior to the time of
such issue or sale, then and in each such case (a “Trigger Issuance”)
the then-existing Warrant Price shall be reduced, as of the close of business on
the effective date of the Trigger Issuance, to a price determined as
follows:

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    Adjusted
Warrant Price = (A x
B) + D

                A+C

    


    where

    


    “A” equals the number of shares of
Common Stock outstanding, including Additional Shares of Common Stock (as
defined below) deemed to be issued hereunder, immediately preceding such Trigger
Issuance;

    


    “B” equals the Warrant Price in effect
immediately preceding such Trigger Issuance;

    


    “C” equals the number of Additional
Shares of Common Stock issued or deemed issued hereunder as a result of the
Trigger Issuance; and

    


    “D” equals the aggregate consideration,
if any, received or deemed to be received by the Company upon such Trigger
Issuance;

    


    provided,
however, that in no event shall the Warrant Price after giving effect to such
Trigger Issuance be greater than the Warrant Price in effect prior to such
Trigger Issuance.

    


    For purposes of this subsection (f),
“Additional Shares of Common Stock” shall mean all shares of Common Stock issued
by the Company or deemed to be issued pursuant to this subsection (f), other
than Excluded Issuances (as defined in subsection (g) hereof).

    


    For purposes of this subsection (f),
the following subsections (f)(l) to (f)(7) shall also be
applicable:

    


    
      	
               
      

            	
              (f)(1)  Issuance of Rights or
      Options.  In case at any time the Company shall in any
      manner grant (directly and not by assumption in a merger or otherwise) any
      warrants or other rights to subscribe for or to purchase, or any options
      for the purchase of, Common Stock or any stock or security convertible
      into or exchangeable for Common Stock (such warrants, rights or options
      being called “Options” and such convertible or exchangeable stock or
      securities being called “Convertible Securities”) whether or not such
      Options or the right to convert or exchange any such Convertible
      Securities are immediately exercisable, and the price per share for which
      Common Stock is issuable upon the exercise of such Options or upon the
      conversion or exchange of such Convertible Securities (determined by
      dividing (i) the sum (which sum shall constitute the applicable
      consideration) of (x) the total amount, if any, received or receivable by
      the Company as consideration for the granting of such Options, plus
      

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                 
      

              	
                (y)
      the aggregate amount of additional consideration payable to the Company
      upon the exercise of all such Options, plus (z), in the case of such
      Options which relate to Convertible Securities, the aggregate amount of
      additional consideration, if any, payable upon the issue or sale of such
      Convertible Securities and upon the conversion or exchange thereof, by
      (ii) the total maximum number of shares of Common Stock issuable upon the
      exercise of such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options) shall
      be less than the Warrant Price in effect immediately prior to the time of
      the granting of such Options, then the total number of shares of Common
      Stock issuable upon the exercise of such Options or upon conversion or
      exchange of the total amount of such Convertible Securities issuable upon
      the exercise of such Options shall be deemed to have been issued for such
      price per share as of the date of granting of such Options or the issuance
      of such Convertible Securities and thereafter shall be deemed to be
      outstanding for purposes of adjusting the Warrant Price.  Except
      as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant
      Price shall be made upon the actual issue of such Common Stock or of such
      Convertible Securities upon exercise of such Options or upon the actual
      issue of such Common Stock upon conversion or exchange of such Convertible
      Securities.

              


      

       

    

    
      	
               
      

            	
              (f)(2)  Issuance of
      Convertible Securities.  In case the Company shall in any
      manner issue (directly and not by assumption in a merger or otherwise) or
      sell any Convertible Securities, whether or not the rights to exchange or
      convert any such Convertible Securities are immediately exercisable, and
      the price per share for which Common Stock is issuable upon such
      conversion or exchange (determined by dividing (i) the sum (which sum
      shall constitute the applicable consideration) of (x) the total amount
      received or receivable by the Company as consideration for the issue or
      sale of such Convertible Securities, plus (y) the aggregate amount of
      additional consideration, if any, payable to the Company upon the
      conversion or exchange thereof, by (ii) the total number of shares of
      Common Stock issuable upon the conversion or exchange of all such
      Convertible Securities) shall be less than the Warrant Price in effect
      immediately prior to the time of such issue or sale, then the total
      maximum number of shares of Common Stock issuable upon conversion or
      exchange of all such Convertible Securities shall be deemed to have been
      issued for such price per share as of the date of the issue or sale of
      such Convertible Securities and thereafter shall be deemed to be
      outstanding for purposes of adjusting the Warrant Price, provided that (a)
      except as otherwise provided in subsection 8(f)(3), no adjustment of the
      Warrant Price shall be made upon the actual issuance of such Common Stock
      upon conversion or exchange of such Convertible Securities and (b) no
      further adjustment of the Warrant Price shall be made by reason of the
      issue or sale of Convertible Securities upon exercise of any Options to
      purchase any such Convertible Securities for which adjustments of the
      Warrant Price have been made pursuant to the other provisions of
      subsection 8(f).

            


    

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (f)(3)
      Change in Option
      Price or Conversion Rate.  Upon the happening of any of
      the following events, namely, if the purchase price provided for in any
      Option referred to in subsection 8(f)(l) hereof, the additional
      consideration, if any, payable upon the conversion or exchange of any
      Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2), or
      the rate at which Convertible Securities referred to in subsections
      8(f)(l) or 8(f)(2) are convertible into or exchangeable for Common Stock
      shall change at any time (including, but not limited to, changes under or
      by reason of provisions designed to protect against dilution), the Warrant
      Price in effect at the time of such event shall forthwith be readjusted to
      the Warrant Price which would have been in effect at such time had such
      Options or Convertible Securities still outstanding provided for such
      changed purchase price, additional consideration or conversion rate, as
      the case may be, at the time initially granted, issued or
      sold.  On the termination of any Option for which any adjustment
      was made pursuant to this subsection 8(f) or any right to convert or
      exchange Convertible Securities for which any adjustment was made pursuant
      to this subsection 8(f) (including without limitation upon the redemption
      or purchase for consideration of such Convertible Securities by the
      Company), the Warrant Price then in effect hereunder shall forthwith be
      changed to the Warrant Price which would have been in effect at the time
      of such termination had such Option or Convertible Securities, to the
      extent outstanding immediately prior to such termination, never been
      issued.

            


    

     

    
      	
               
      

            	
              (f)(4)
      Stock
      Dividends.  Subject to the provisions of this Section
      8(f), in case the Company shall declare or pay a dividend or make any
      other distribution upon any stock of the Company (other than the Common
      Stock) payable in Common Stock, Options or Convertible Securities, then
      any Common Stock, Options or Convertible Securities, as the case may be,
      issuable in payment of such dividend or distribution shall be deemed to
      have been issued or sold without
consideration.

            


    

    


    
      	
               
      

            	
              (f)(5)
      Consideration
      for Stock.  In case any shares of Common Stock, Options
      or Convertible Securities shall be issued or sold for cash, the
      consideration received therefor shall be deemed to be the net amount
      received by the Company therefor, after deduction therefrom of any
      expenses incurred or any underwriting commissions or concessions paid or
      allowed by the Company in connection therewith.  In case any
      shares of Common Stock, Options or Convertible Securities shall be issued
      or sold for a consideration other than cash, the amount of the
      consideration other than cash received by the Company shall be deemed to
      be the fair value of such consideration as determined in good faith by the
      Board of Directors of the Company, after deduction of any expenses
      incurred or any underwriting commissions or concessions paid or allowed by
      the Company in connection therewith.  In case any Options shall
      be issued in connection with the issue and sale of other securities of the
      Company, together comprising one integral transaction in which no specific
      consideration is allocated to such Options by the parties thereto, such
      Options shall be deemed to have been issued for such consideration as
      determined in good faith by the Board of Directors of the
      Company.  

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      


      
        	
                 
      

              	
                If
      Common Stock, Options or Convertible Securities shall be issued or sold by
      the Company and, in connection therewith, other Options or Convertible
      Securities (the “Additional Rights”) are issued, then the consideration
      received or deemed to be received by the Company shall be reduced by the
      fair market value of the Additional Rights (as determined using the
      Black-Scholes option pricing model or another method mutually agreed to by
      the Company and the Warrantholder).  The Board of Directors of
      the Company shall respond promptly, in writing, to an inquiry by the
      Warrantholder as to the fair market value of the Additional
      Rights.  In the event that the Board of Directors of the Company
      and the Warrantholder are unable to agree upon the fair market value of
      the Additional Rights, the Company and the Warrantholder shall jointly
      select an appraiser, who is experienced in such matters.  The
      decision of such appraiser shall be final and conclusive, and the cost of
      such appraiser shall be borne evenly by the Company and the
      Warrantholder.

              


      

       

    

    
      	
               
      

            	
              (f)(6)
      Record
      Date.  In case the Company shall take a record of the
      holders of its Common Stock for the purpose of entitling them (i) to
      receive a dividend or other distribution payable in Common Stock, Options
      or Convertible Securities or (ii) to subscribe for or purchase Common
      Stock, Options or Convertible Securities, then such record date shall be
      deemed to be the date of the issue or sale of the shares of Common Stock
      deemed to have been issued or sold upon the declaration of such dividend
      or the making of such other distribution or the date of the granting of
      such right of subscription or purchase, as the case may
  be.

            


    

    


    
      	
               
      

            	
              (f)(7)
      Treasury
      Shares.  The number of shares of Common Stock outstanding
      at any given time shall not include shares owned or held by or for the
      account of the Company or any of its wholly-owned subsidiaries, and the
      disposition of any such shares (other than the cancellation or retirement
      thereof) shall be considered an issue or sale of Common Stock for the
      purpose of this subsection (f).

            


    

    


    (g)           Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital stock, Options or Convertible
Securities issued to directors, officers, employees or consultants of the
Company in connection with their service as directors of the Company, their
employment by the Company or their retention as consultants by the Company
pursuant to an equity compensation program approved by the Board of Directors of
the Company or the compensation committee of the Board of Directors of the
Company, (B) shares of Common Stock issued upon the conversion or exercise of
Options or Convertible Securities issued prior to the date hereof, provided such
securities are not amended after the date hereof to increase the number of
shares of Common Stock issuable thereunder or to lower the exercise or
conversion price thereof, (C) securities issued pursuant to the Purchase
Agreement and securities issued upon the exercise or conversion of those
securities, (D) shares of Common Stock issued or issuable by reason of a
dividend, stock split or other distribution on shares of Common Stock (but only
to the extent that such a dividend, split or distribution results in an
adjustment in the Warrant Price pursuant to the other provisions of this
Warrant), and (E) capital stock, Options or Convertible Securities issued to
strategic partners of the Company in connection with transactions consummated
with such strategic partners in furtherance of the Company’s business objectives
(collectively, “Excluded Issuances”).

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

    (h)           Upon
any adjustment to the Warrant Price pursuant to Section 8(f) above, the number
of Warrant Shares purchasable hereunder shall not also be adjusted.

    


    (i)           To
the extent permitted by applicable law and the listing requirements of any stock
market or exchange on which the Common Stock is then listed, the Company from
time to time may decrease the Warrant Price by any amount for any period of time
if the period is at least twenty (20) days, the decrease is irrevocable during
the period and the Board shall have made a determination that such decrease
would be in the best interests of the Company, which determination shall be
conclusive.  Whenever the Warrant Price is decreased pursuant to the
preceding sentence, the Company shall provide written notice thereof to the
Warrantholder at least five (5) days prior to the date the decreased Warrant
Price takes effect, and such notice shall state the decreased Warrant Price and
the period during which it will be in effect.

    


    Section
9.                      Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

    


    Section
10.                                Adjustment to Expiration
Date.  If the Company fails to cause any Registration Statement
covering Registrable Securities (unless otherwise defined herein, capitalized
terms are as defined in the Registration Rights Agreement relating to the
Warrant Shares, dated as of even date herewith (the “Registration Rights
Agreement”)), to be declared effective prior to the applicable dates set forth
therein, then the Expiration Date of this Warrant shall be extended one day for
each day the delay continues.

    


    Section
11.                                Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.

    


    Section
12.                                Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price or the Warrant Shares, the Company shall
promptly give written notice thereof to the Warrantholder at the address
appearing in the records of the Company, stating the adjusted Warrant Price or
the adjusted number of Warrant Shares resulting from such event and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.  Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity of
the subject adjustment.

    


    Section
13.                                Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is American
Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY
10038.  Upon the appointment of any subsequent transfer agent for the
Common Stock or other shares of the Company’s capital stock issuable upon the
exercise of the rights of purchase represented by the Warrant, the Company will
mail to the Warrantholder a statement setting forth the name and address of such
transfer agent.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    Section
14.                                Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All
notices shall be addressed as follows: if to the Warrantholder, at its address
as set forth in the Company’s books and records and, if to the Company, at the
address as follows, or at such other address as the Warrantholder or the Company
may designate by ten days’ advance written notice to the other:

    


    If to the Company:

    


    China Yida Holding, Co.

    RM 1302-3 13/F, Crocodile House
II

    55 Connaught Road Central

    Hong Kong

    Attn: Chen Minhua, Chief Executive
Officer

    Fax: + 86 591 28308388

    


    With a copy to:

    


    Anslow
& Jaclin, LLP

    195 Route
9 South, Suite 204

    Manalapan,
NJ 07726

    Attn:
Eric Stein, Esq.

    Fax:
(732) 577-1188

    


    Section
15.                                Registration
Rights.  The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock
issuable upon the exercise of this Warrant as provided in the Registration
Rights Agreement, and any subsequent Warrantholder may be entitled to such
rights.

    


    Section
16.                                Successors.  All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

    


    Section
17.                                Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law provisions
thereof.  

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    The
Company and, by accepting this Warrant, the Warrantholder, each irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
located in New York County and the United States District Court for the Southern
District of New York for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Warrant and the transactions contemplated
hereby.  Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this
Warrant.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such
court.  The Company and, by accepting this Warrant, the Warrantholder,
each irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS
ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    


    Section
18.                                Call
Provisions.

    


    (a)           The
Company covenants to the Investors that the Adjusted EPS (as defined below) for
the fiscal year ending December 31, 2008 (“FY08 Adjusted EPS”)
of the Company will be greater than or equal to $0.22 per share (the “FY08 Performance
Threshold”), as determined pursuant to Section 2(d) of the Make Good
Agreement.  Pursuant to Section 2(e) of the Make Good Agreement, the
Company shall (i) provide the Investors with its audited financial statements
(the “FY08 Financial
Statements”) for the fiscal year ended December 31, 2008 (“FY08”) on or before
March 31, 2009 (the “Evaluation Date”),
and (ii) concurrently with the release of the FY08 Financial Statements to the
Investors, the Company shall (A)  provide to the Investors a written
certification  as to the amount of the Adjusted EPS for FY08 and
whether the FY08 Performance Threshold, as adjusted, has been met (the “EPS Certification”),
and (B) the Company shall make such FY08 Financial Statements and EPS
Certification publicly available (as part of an Annual Report on Form 10-KSB or
on a Current Report on Form 8-K, or otherwise).  In the event
that the Company attains the FY08 Performance Threshold, it shall have the
right, but not the obligation, to include with the EPS Certification provided to
the Investors (i) a written notice (the “Call Notice”) that it
is exercising its option to call fifty (50%) percent of the Warrants originally
issued to the Investors (the “Callable Warrants”),
at a redemption price equal to $0.001 per share (the “Redemption Price”) of
Common Stock then purchasable pursuant to such Warrants, and (ii) a check to
each Investor in the amount of the aggregate Redemption Price for the applicable
number of Warrants to be redeemed from such Investor; provided, however, that the
Company may only call all, but  not less than all, of the Callable
Warrants.  Upon receipt of a Call Notice, assuming the Company has in
fact attained the FY08 Performance Threshold, each Investor shall return fifty
(50%) percent of the Warrants he, she or it purchased hereunder to the Company
within ten (10) business days.  With regard to the foregoing, between
the six-month anniversary of the Closing Date and the Evaluation Date, each
Investor shall have the right to exercise only up to fifty (50%) percent of the
Warrants he, she or it has purchased under the Securities Purchase
Agreement.  In the event that the Company does not meet the FY08
Performance Threshold, or, if no Call Notice is included with the EPS
Certification, each Investor shall have the right to exercise the remaining
fifty (50%) percent of the Warrants he, she or it purchased under the Securities
Purchase Agreement at any time prior to the Expiration
Date.  

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    For the
purpose of this Section 18(a), “Adjusted EPS” means the net income (or loss) of
the Company and its subsidiaries for such period, determined on a consolidated
basis divided by 67,833,333 shares; provided, however, that the
Adjusted EPS for such period will be increased by any cash charges related to
the Offering and non-cash charges incurred as a result of the Offering (due to
non-cash amortization on warrants charged to the Company’s results of operation,
if any).

    


    (b)           In the
event that the Company attains consolidated net income for the fiscal year ended
December 31, 2010 greater than or equal to $39,000,000, as set forth in the
audited financial statements of the Company for the period ending December 31,
2010 (excluding non-cash, one-time gains, acceptable to Investors), it shall
have the right, but not the obligation, upon thirty (30) days prior written
notice (“Notice
Period”) given to the Investors, to call one hundred (100%) percent of
the Warrants issued to each Investor pursuant to the Securities Purchase
Agreement at a redemption price equal to $0.001 per share of Common Stock then
purchasable pursuant to such Warrants, to the extent that such number of
Warrants have not been previously exercised by any Investor; provided that (i)
the Company simultaneously calls all of the remaining Warrants sold pursuant to
the Securities Purchase Agreement on the same terms, (ii) all of the shares of
Common Stock issuable under the Warrants either (A) are registered pursuant to
an effective Registration Statement (as defined in the Registration Rights
Agreement) which has not been suspended and for which no stop order is in
effect, and pursuant to which the Investor is able to sell such shares of Common
Stock at all times during the Notice Period, or (B) no longer constitute
Registrable Securities (as defined in the Registration Rights Agreement), and
(iii) the Warrants are fully exercisable for the full amount of Warrant Shares
covered thereby.  Notwithstanding any such notice by the Company, each
Investor shall have the right to exercise all, but not less than all, of
his, her, or its Warrants prior to the end of the Notice
Period.

    


    Section
19.                                No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

    


    Section
20.                                Amendment;
Waiver.  This Warrant is one of a series of Warrants of like
tenor issued by the Company pursuant to the Purchase Agreement and initially
covering an aggregate of up to 6,666,667 shares of Common Stock, except as
otherwise subject to adjustment, including the adjustments contemplated by
Section 18 hereof (collectively, the “Company
Warrants”).  Except as otherwise set forth herein, any term of
this Warrant may be amended or waived (including the adjustment provisions
included in Section 8 of this Warrant) only upon the written consent of the
Company and the holders of Company Warrants representing at least 66.67% of the
number of shares of Common Stock then subject to all outstanding Company
Warrants (the “Majority Holders”);
provided, that
(x) any such amendment or waiver must apply to all Company Warrants; and (y) the
number of Warrant Shares subject to this Warrant, the Warrant Price and the
Expiration Date may not be amended, and the right to exercise this Warrant may
not be altered or waived in any manner adverse to the Warrantholder, without the
written consent of the Warrantholder.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
 

    Section
21.                                Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.

     

     

     

     

     

     

     

    
 

    
      
        
          --

        

         


      

      
        15

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed, as of the 7th day of March,
2008.

    


    CHINA YIDA HOLDING, CO.

    


    


    
      By:  /s/
Chen Minhua__________________________

      Name:
Chen Minhua

                                      Title: Chairman and
Chief Executive Officer



    



    
      
        
          --

        

         


      

      
        16

        
          

        

      

      
         


      

    


    APPENDIX
A

    CHINA
YIDA HOLDING, CO.

    WARRANT
EXERCISE FORM

    


    To China
Yida Holding, Co.:

    


    The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:

    _______________________________

    Name

    ________________________________

    Address

    ________________________________

    ________________________________

    Federal Tax ID or Social Security
No.

    


    and delivered
by                                           (certified
mail to the above address, or

    (electronically (provide DWAC
Instructions: _________________),

    or

    (other (specify):
________________________________________).

    


    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.

    


    Dated:
___________________, ____

    


    Note:  The
signature must correspond
with                                                                                                Signature:______________________________

    the name
of the Warrantholder as written

    on the
first page of the Warrant in
every                                                                                                                    
______________________________

    particular,
without alteration or
enlargement                                                                                                              
Name (please print)

    or any
change whatever, unless the Warrant

    has been
assigned.                                                                              ______________________________

    ______________________________

    Address

    ______________________________

    Federal Identification or

    Social Security No.

    


    Assignee:

    _______________________________

    _______________________________

    _______________________________


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    APPENDIX
B

    CHINA
YIDA HOLDING, CO.

    NET ISSUE
ELECTION NOTICE

    


    


    


    To: China
Yida Holding, Co.

    Date:[_________________________]

    


    


    The
undersigned hereby elects under Section 3(c) of this
Warrant to surrender the right to purchase [____________] shares of Common Stock
pursuant to this Warrant and hereby requests the issuance of [_____________]
shares of Common Stock.  The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or
as otherwise indicated below.

    


    


    _________________________________________

    Signature

    _________________________________________

    Name for
Registration

    _________________________________________

    
    

    Mailing
Address

     

     

     

    18