Exhibit
      4.2

    

      SJ
        ELECTRONICS, INC.

      (a
        Nevada corporation)

      


      PLACEMENT
        AGENT WARRANT

      to
        purchase shares of common stock 

      


      THIS
        WARRANT WILL BE VOID

      AFTER
        5:00 P.M. EASTERN STANDARD TIME

      ON
        JUNE 10, 2013

      


      Original
        Issuance Date: June 10, 2008

      


      THE
        SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
        EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
        WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE
        SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
        INVESTMENT PURPOSES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
        IN THE
        ABSENCE OF AN EFFECTIVE REGISTRATION OR UNLESS SUCH OFFER, SALE OR TRANSFER
        IS
        EXEMPT FROM SUCH REGISTRATION.

       

      THIS
        WARRANT (this "Warrant") certifies that, for value received, Primary
        Capital, LLC
        or its
        registered assigns (the “Holder” or “Holders”) is entitled, at any time or from
        time to time during the Exercise Period, to subscribe for, purchase and receive
        446,154
        shares
        (each such share, a "Warrant Share" and all such shares, the "Warrant Shares")
        of common stock, $.001 par value (the “Common Stock”), issued by SJ Electronics,
        Inc., a Nevada corporation (the “Company”) subject to adjustments as set forth
        in Section 4(d) herein. If the rights represented hereby are not exercised
        by
        5:00 p.m. Eastern Standard Time on the Expiration Date, this Warrant shall
        automatically become void and of no further force or effect, and all rights
        represented hereby shall cease and expire. This Warrant has been issued pursuant
        to a Letter Agreement dated as of November 15, 2007 by and between the Holder
        and the Company as compensation for placement agent services provided by
        the
        Holder in connection with the sale of 15% Senior Secured Convertible Notes
        Due
        2009 (the “15% Notes”) pursuant to that certain Note Purchase Agreement (the
“Note Purchase Agreement”) dated as of May 15, 2008 by and among the Company and
        the investors named therein. As used herein, the term “15% Notes” means
        securities in the form of the 15% Senior Secured Convertible Notes Due 2009
        filed as an exhibit to the Current Report on Form 8-K filed with the Securities
        and Exchange Commission (“SEC”) by the Company on May 21, 2008. Any terms not
        specifically defined in this Warrant that are defined in the 15% Notes have
        the
        meanings herein so defined therein.

      


      1. Exercise
        of Warrants.
        This
        Warrant may be exercised by the Holder hereof, in whole or in part from time
        to
        time, by the delivery of a notice of exercise in the form attached duly executed
        to the address of the Company provided below for giving notices. Unless the
        Holder opts for cashless exercise, as provided in Section 2 below, the notice
        of
        exercise must be accompanied by payment to the Company, by cash or check,
        of an
        amount equal to the Exercise Price specified on the notice of exercise. On
        the
        exercise of all or any portion of this Warrant in the manner provided herein,
        the Holder exercising the same shall be deemed to have become a holder of
        record
        of the Shares as to which this Warrant is exercised for all purposes, and
        certificates for the securities so purchased shall be delivered to the Holder
        within a reasonable time, but in no event longer than three (3) business
        days
        after this Warrant shall have been exercised as set forth above. 

      


      2. Cashless
        Exercise.
        If the
        Warrant is exercised to purchase Shares, in lieu of making payment of the
        Exercise Price in cash or by check, the Holder may elect instead to receive
        upon
        such exercise the “Net Number” of shares of Common Stock determined according to
        the following formula: 

       

      Net
        Number = (A
        x
        B) - (A x C)

       
        B

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      For
        purposes of the foregoing formula: 

      


      A
        = the
        total number of Shares with respect to which this Warrant is then being
        exercised. 

      


      B
        = the
        Closing Bid Price of the Common Stock on the Exercise Date.

      


      C
        = the
        Exercise Price Per Share in effect on the Exercise Date.

      


      For
        purposes hereof, the “Closing Bid Price” means the average of the closing high
        bids on the five trading days preceding the Exercise Date, as reported on
        the
        principal exchange or trading system on which the Company’s common stock is
        listed.

       

      3. Delivery
        of Warrant Shares.

      


      (a)
         To
        effect
        exercises hereunder, the Holder shall not be required to physically surrender
        this Warrant unless the aggregate Warrant Shares represented by this Warrant
        is
        being exercised. Upon delivery of the Exercise Notice (in the form attached
        hereto) to the Company at its address for notice set forth herein and upon
        payment of the Exercise Price multiplied by the number of Warrant Shares
        that
        the Holder intends to purchase hereunder, the Company shall promptly (but
        in no
        event later than five Trading Days after the Date of Exercise (as defined
        herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
        issuable upon such exercise. "Date of Exercise" means the date on which the
        Holder shall have delivered to the Company: (i) the Exercise Notice,
        appropriately completed and duly signed and (ii) if such Holder is not utilizing
        the cashless exercise provisions set forth in this Warrant, payment of the
        Exercise Price for the number of Warrant Shares so indicated by the Holder
        to be
        purchased.

       

      (b) If
        by the
        fifth Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares, then the Holder will have the right to
        rescind such exercise.

      


      (c) If
        by the
        fifth Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares, and if after such fifth Trading Day and
        prior
        to the receipt of such Warrant Shares, the Holder purchases (in an open market
        transaction or otherwise) shares of Common Stock to deliver in satisfaction
        of a
        sale by the Holder of the Warrant Shares which the Holder anticipated receiving
        upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to
        the
        Holder the amount by which (x) the Holder's total purchase price (including
        brokerage commissions, if any) for the shares of Common Stock so purchased
        exceeds (y) the amount obtained by multiplying (A) the number of Warrant
        Shares
        that the Company was required to deliver to the Holder in connection with
        the
        exercise at issue by (B) the closing bid price of the Common Stock on the
        Date
        of Exercise and (2) at the option of the Holder, either reinstate the portion
        of
        the Warrant and equivalent number of Warrant Shares for which such exercise
        was
        not honored or deliver to the Holder the number of shares of Common Stock
        that
        would have been issued had the Company timely complied with its exercise
        and
        delivery obligations hereunder. The Holder shall provide the Company written
        notice indicating the amounts payable to the Holder in respect of the Buy-In.
        

      


      4.
         Adjustments.
        

      


      (a)  Stock
        Dividends, Reclassifications, Recapitalizations, Etc.
        If after
        the Effective Date the Company: (i) pays a dividend in Common Stock or
        makes a distribution in Common Stock or of warrants or options to purchase
        Common Stock, (ii) subdivides its outstanding Common Stock into a greater
        number of shares, (iii) combines its outstanding Common Stock into a
        smaller number of shares or (iv) increases or decreases the number of
        shares of Common Stock outstanding by reclassification of its Common Stock
        (including a recapitalization in connection with a consolidation or merger
        in
        which the Company is the continuing corporation), then (1) the Exercise
        Price on the record date of such division or distribution or the effective
        date
        of such action shall be adjusted by multiplying such Exercise Price by a
        fraction, the numerator of which is the number of shares of Common Stock
        outstanding immediately before such event and the denominator of which is
        the
        number of shares of Common Stock outstanding immediately after such event,
        and
        (2) the number of shares of Common Stock for which this Warrant may be
        exercised immediately before such event shall be adjusted by multiplying
        such
        number by a fraction, the numerator of which is the Exercise Price immediately
        before such event and the denominator of which is the Exercise Price immediately
        after such event.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (b)  Cash
        Dividends and Other Distributions.
        In the
        event that at any time or from time to time the Company shall distribute
        to all
        holders of Common Stock (i) any dividend or other distribution of cash,
        evidences of its indebtedness, shares of its capital stock or any other
        properties or securities or (ii) any options, warrants or other rights to
        subscribe for or purchase any of the foregoing (other than in each case,
        (w) the issuance of any rights under a shareholder rights plan,
        (x) any dividend or distribution described in Section 4(a), (y) any
        rights, options, warrants or securities described in Section 4(c) and (z)
        any
        cash dividends or other cash distributions from current or retained earnings),
        then the number of shares of Common Stock issuable upon the exercise of this
        Warrant shall be increased to a number determined by multiplying the number
        of
        shares of Common Stock issuable upon the exercise of this Warrant immediately
        prior to the record date for any such dividend or distribution by a fraction,
        the numerator of which shall be such Current Market Value (as defined in
        Section
        4(g)) per share of Common Stock on the record date for such dividend or
        distribution, and the denominator of which shall be such Current Market Value
        per share of Common Stock on the record date for such dividend or distribution
        less the sum of (x) the amount of cash, if any, distributed per share of
        Common
        Stock and (y) the fair value (as determined in good faith by the Board of
        Directors of the Company, whose determination shall be evidenced by a board
        resolution, a copy of which will be sent to the Holders upon request) of
        the
        portion, if any, of the distribution applicable to one share of Common Stock
        consisting of evidences of indebtedness, shares of stock, securities, other
        property, warrants, options or subscription or purchase rights; and the Exercise
        Price shall be adjusted to a number determined by dividing the Exercise Price
        immediately prior to such record date by the above fraction. Such adjustments
        shall be made whenever any distribution is made and shall become effective
        as of
        the date of distribution, retroactive to the record date for any such
        distribution. No adjustment shall be made pursuant to this Section 4(b) which
        shall have the effect of decreasing the number of shares of Common Stock
        issuable upon exercise of this Warrant or increasing the Exercise Price.
        

      


      	(c)  	
              Combination;
                Liquidation.
                

            


       

      (i)  In
        the
        event of a Combination (as defined below), each Holder shall have the right
        to
        receive upon exercise of the Warrant the kind and amount of shares of capital
        stock or other securities or property which such Holder would have been entitled
        to receive upon or as a result of such Combination had such Warrant been
        exercised immediately prior to such event (subject to further adjustment
        in
        accordance with the terms hereof). Unless paragraph (ii) is applicable to a
        Combination, the Company shall provide that the surviving or acquiring Person
        (the “Successor Company”) in such Combination will assume by written instrument
        the obligations under this Section 4 and the obligations to deliver to the
        Holder such shares of stock, securities or assets as, in accordance with
        the
        foregoing provisions, the Holder may be entitled to acquire. “Combination” means
        an event in which the Company consolidates with, mergers with or into, or
        sells
        all or substantially all of its assets to another Person, where “Person” means
        any individual, corporation, partnership, joint venture, limited liability
        company, association, joint-stock company, trust, unincorporated organization,
        government or any agency or political subdivision thereof or any other
        entity;

      


      (ii)  In
        the
        event of (x) a Combination where consideration to the holders of Common Stock
        in
        exchange for their shares is payable solely in cash or (y) the dissolution,
        liquidation or winding-up of the Company, the Holders shall be entitled to
        receive, upon surrender of their Warrant, distributions on an equal basis
        with
        the holders of Common Stock or other securities issuable upon exercise of
        the
        Warrant, as if the Warrant had been exercised immediately prior to such event,
        less the Exercise Price. In case of any Combination described in this
        Section 4, the surviving or acquiring Person and, in the event of any
        dissolution, liquidation or winding-up of the Company, the Company, shall
        deposit promptly with an agent or trustee for the benefit of the Holders
        the
        funds, if any, necessary to pay to the Holders the amounts to which they
        are
        entitled as described above. After such funds and the surrendered Warrant
        are
        received, the Company shall deliver a check in such amount as is appropriate
        (or, in the case or consideration other than cash, such other consideration
        as
        is appropriate) to such Person or Persons as it may be directed in writing
        by
        the Holders surrendering such Warrant.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (d)  Sales
        of Common Stock at less than the Exercise Price.
        From
        the Effective Date except for (i) Exempt Issuances (as defined below) or
        (ii) an
        issuance of Common Stock upon exercise of warrants or options or upon conversion
        of other convertible securities for which an adjustment has already been
        made
        pursuant to this Section 4, as to all of which this Section 4(d) does not
        apply,
        if the Company closes on the sale or issuance of Common Stock at a price,
        or
        warrants, options, convertible debt or equity securities with an exercise
        price
        per share or a conversion price which is less than the Exercise Price then
        in
        effect or makes an adjustment to the conversion price of the 15% Notes so
        that a
        new conversion price is less than the Exercise Price then in effect, the
        Exercise Price shall be adjusted immediately thereafter so that it shall
        equal
        such exercise price or such conversion price.
        Such
        adjustment shall be made successively whenever such an issuance is made.
        Upon
        each such adjustment of the Exercise Price hereunder, the number of Warrant
        Shares shall be adjusted by multiplying the Exercise Price in effect immediately
        prior to such adjustment by the number of Warrant Shares acquirable upon
        exercise of this Warrant immediately prior to such adjustment and dividing
        the
        product thereof by the Exercise Price resulting from such adjustment. “Exempt
        Issuance” means the issuance of (a) shares of Common Stock or options to
        employees, officers, directors of and consultants (other than consultants
        whose
        services relate to the raising of funds) of the Company or its subsidiaries
        pursuant to any stock or option plan that was or may be adopted by the Board
        of
        Directors, and (b) securities issued pursuant to acquisitions, licensing
        agreements, or other strategic transactions. 

      


      (e) Notice
        of Adjustment.
        Whenever the Exercise Price or the number of shares of Common Stock and other
        property, if any, issuable upon exercise of the Warrant is adjusted, as herein
        provided, the Company shall deliver to the holders of the Warrant a certificate
        of the Chief Executive Officer setting forth, in reasonable detail, the event
        requiring the adjustment and the method by which such adjustment was calculated
        (including a description of the basis on which (i) the Board of Directors
        determined the fair value of any evidences of indebtedness, other securities
        or
        property or warrants, options or other subscription or purchase rights and
        (ii)
        the Current Market Value (as defined below) of the Common Stock was determined,
        if either of such determinations were required), and specifying the Exercise
        Price and number of shares of Common Stock issuable upon exercise of Warrant
        after giving effect to such adjustment. 

      


      (f) Notice
        of Certain Transactions.
        In the
        event that the Company shall propose (a) to pay any dividend payable in
        securities of any class to the holders of its Common Stock or to make any
        other
        non-cash dividend or distribution to the holders of its Common Stock,
        (b) to offer the holders of its Common Stock rights to subscribe for or to
        purchase any securities convertible into shares of Common Stock or shares
        of
        stock of any class or any other securities, rights or options, (c) to
        effect any capital reorganization, reclassification, consolidation or merger
        affecting the class of Common Stock, as a whole, or (d) to effect the
        voluntary or involuntary dissolution, liquidation or winding-up of the Company,
        the Company shall, as promptly as possible, send to the Holder a notice of
        such
        proposed action or offer. 

      


      (g) Current
        Market Value.“Current
        Market Value”
per
        share of Common Stock or any other security at any date means (i) if the
        security is not registered under the Securities Exchange Act of 1934 and/or
        traded on a national securities exchange, quotation system or bulletin board,
        as
        amended (the “Exchange Act”), (a) the value of the security, determined in good
        faith by the Board of Directors and certified in a board resolution, based
        on
        the most recently completed arm’s-length transaction between the Company and a
        Person other than an Affiliate of the Company or between any two such Persons
        and the closing of which occurs on such date or shall have occurred within
        the
        six-month period preceding such date, or (b) if no such transaction shall
        have
        occurred within the six-month period, the value of the security as determined
        by
        an independent financial expert or an agreed upon financial valuation model
        or
        (ii) if the security is registered under the Exchange Act and/or traded on
        a
        national securities exchange, inter-dealer quotation system or on the over
        the
        counter Bulletin Board or Pink Sheets, the average of the daily closing bid
        prices (or the equivalent in an over-the-counter market) for each day on
        which
        the Common Stock is traded during the period commencing twenty (20) days
        before
        such date and ending on the date one day prior to such date.

      


      5. Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of Persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        9). The Company covenants that all Warrant Shares so issuable and deliverable
        shall, upon issuance and the payment of the applicable Exercise Price in
        accordance with the terms hereof, be duly and validly authorized, issued
        and
        fully paid and nonassessable.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      6. Assignment
        of Warrants.
        The
        Holder may transfer this Warrant, in whole or in part, by executing the form
        of
        assignment attached hereto and delivering such assignment and the Warrant
        so
        assigned to the assignee. In the event this Warrant is assigned in the manner
        provided herein, the Company, upon request and upon surrender of this Warrant
        by
        the Holder at the principal office of the Company accompanied by payment
        of all
        transfer taxes, if any, payable in connection therewith, shall transfer this
        Warrant on the books of the Company. If the assignment is in whole, the Company
        shall execute and deliver a new Warrant of like tenor to this Warrant to
        the
        assignee. If the assignment is in part, the Company shall execute and deliver
        to
        the assignee and to the Holder each a new Warrant of like tenor. Until such
        assignment, every Holder hereof agrees that the Company may deem and treat
        the
        registered Holder of this Warrant as the true and lawful owner thereof for
        all
        purposes, and the Company shall not be affected by any notice to the
        contrary.

      


      7. Acquisition
        of Warrant and Shares.
        The
        grant to Holder of this Warrant to purchase the Shares and the subsequent
        exercise thereof constitutes the offer and sale of securities as those terms
        are
        defined under the Securities Act of 1933, as amended (the "Securities Act"),
        and
        applicable state statutes. Such transactions shall be consummated in reliance
        on
        certain exemptions from the registration and prospectus delivery requirements
        of
        such statues that depend, among other items, on the circumstances under which
        such securities are acquired. In order to provide documentation for reliance
        upon such exemptions from the registration and prospectus delivery requirements
        for such transactions, the acceptance of this Warrant by the Holder or any
        assignee thereof shall constitute each of their acceptance of, and concurrence
        in, the following representations and warranties:

      


      (a) Holder
        acknowledges that neither the Securities and Exchange Commission ("SEC")
        nor the
        securities commission of any state or other federal agency has made any
        determination as to the merits of acquiring the securities of the Company
        as
        contemplated by this Warrant and that the exercise of the Warrant as herein
        contemplated involves certain risks.

      


      (b) Holder
        has been provided information about the business and operations of the Company
        and has been provided any information requested to verify any information
        furnished, and has been provided the opportunity for direct communication
        with
        the Company and its representatives regarding the purchase made
        thereby.

      


      (c) Holder
        and Holder's representatives have such knowledge and experience in business
        and
        financial matters that they are capable of evaluating the Company, its business
        operations, and the risks and merits of an investment in the Company.


      


      (d)
         Holder
        acknowledges that the securities that may be acquired pursuant to this Warrant
        must be held and may not be sold, or otherwise disposed of for value unless
        they
        are subsequently registered under the Securities Act or an exemption from
        such
        registration is available. The certificates representing such securities
        will
        bear a legend in substantially the following form so restricting the sale
        of
        such securities: 

      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") AND ARE “RESTRICTED
        SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
        THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
        TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      8. Piggyback
        Registration Rights.
        The
        Company hereby convenants that it will include the Warrant Shares in any
        registration statement(s) filed pursuant to Section 5 of the Note Purchase
        Agreement, and will afford to the Holder all of the rights, privileges and
        remedies provided to the investors by Section 5 thereof.

      


      9. No
        Impairment of Rights.
        No
        prepayment, repurchase or satisfaction of all or any of the outstanding 15%
        Notes will affect the rights of the Holder of this Warrant.

      


      10. Limitations
        on Exercise.
        Notwithstanding anything to the contrary contained herein, the number of
        Warrant
        Shares that may be acquired by the Holder upon any exercise of this Warrant
        (or
        otherwise in respect hereof) shall be limited to the extent necessary to
        insure
        that, following such exercise (or other issuance), the total number of shares
        of
        Common Stock then beneficially owned by such Holder and its Affiliates and
        any
        other Persons whose beneficial ownership of Common Stock would be aggregated
        with the Holder's for purposes of Section 13(d) of the Exchange Act, does
        not
        exceed 9.99% of the total number of issued and outstanding shares of Common
        Stock (including for such purpose the shares of Common Stock issuable upon
        such
        exercise). For such purposes, beneficial ownership shall be determined in
        accordance with Section 13(d) of the Exchange Act and the rules and regulations
        promulgated thereunder. This provision shall not restrict the number of shares
        of Common Stock which a Holder may receive or beneficially own in order to
        determine the amount of securities or other consideration that such Holder
        may
        receive in the event of a Fundamental Transaction as contemplated in Section
        9
        of this Warrant. This restriction may not be waived. Notwithstanding anything
        to
        the contrary contained in this Warrant, (a) no term of this Section may be
        waived by any party, nor amended such that the threshold percentage of ownership
        would be directly or indirectly increased, (b) this restriction runs with
        the
        Warrant and may not be modified or waived by any subsequent holder hereof
        and
        (c) any attempted waiver, modification or amendment of this Section will
        be
void ab initio.

       

      11. Governing
        Law.
        This
        agreement shall be construed under and be governed by the laws of the State
        of
        New York.

      


      12.
         Notices. All
        notices, consents, waivers and other communications under this Agreement
        must be
        in writing and will be deemed given to a Party when (a) delivered to the
        appropriate address by hand or by nationally recognized overnight courier
        service (costs prepaid), or (b) sent by facsimile or e-mail with
        confirmation of transmission by the transmitting equipment; in each case
        to the
        following addresses, facsimile numbers or e-mail addresses and marked to
        the
        attention of the individual (by name or title) designated below (or to such
        other address, facsimile number, e-mail address or individual as a party
        may
        designate by notice to the other parties):

       

      If
        to the
        Holder: 

      


      Primary
        Capital, LLC

      14
        Wall
        Street, 20th
        Floor

      New
        York,
        NY 10005

      U.S.A.

      Attention:
        John C. Leo

      Telephone:
        212-618-1515

      Facsimile:
        212-400-4234

      E-mail:
        JLeo@PrimaryLLC.com

      


      If
        to the
        Company:

      


      SJ
        Electronics, Inc.

      5F,
        No.166, Sinhu 2nd
        Road

      Neihu
        District, Taipei City

      Taiwan

      Attention:
        Agatha Shen

      Telephone
        No.: 011-8862-8791-8838

      Facsimile
        No.: 011-8862-8791-1368

      E-mail:
        Agatha@sjelect.com.tw

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      13. Loss,
        Theft, Destruction, or Mutilation.
        Upon
        receipt by the Company of reasonable evidence of the ownership of and the
        loss,
        theft, destruction, or mutilation of this Warrant, the Company will execute
        and
        deliver, in lieu thereof, a new Warrant of like tenor.

      


      14.
         Certain
        Definitions.

      


      "Affiliate"
        means any Person that, directly or indirectly through one or more
        intermediaries, controls or is controlled by or is under common control with
        a
        Person, as such terms are used in and construed under Rule 144.

      


      “Effective
        Date” means the date of issuance of this Warrant. 

      


      “Exercise
        Date” means the date on which a notice of exercise, duly completed as required
        by Section 1 hereof, is received at the offices of the Company. 

      


      “Exercise
        Period” means the period commencing on the date of issuance of this Warrant and
        ending on the Expiration Date.

      


      “Exercise
        Price” means $1.30 per share of Common Stock as adjusted pursuant to Section 4
        herein. 

      


      “Expiration
        Date” means 5:00 p.m. Eastern Standard Time on June 10, 2013. 

      


      "Rule
        144" means Rule 144 promulgated by the Securities and Exchange Commission
        pursuant to the Securities Act, as such Rule may be amended from time to
        time,
        or any similar rule or regulation hereafter adopted by the Securities and
        Exchange Commission having substantially the same effect as such
        Rule.

       

      


      [Signature
        page follows]

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        as of
        the Original Issuance Date first above written.

       

      Dated:
        ____________, 2008.

      
        	 	 	 
	 	SJ
                ELECTRONICS, INC.
	 
 	 
 	 
 
	
              	By:  	/s/ 
	 	
                

                Name:

              
	 	Title:


      

    

    
       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      Form
        of Assignment

      (to
        be signed only upon assignment of Warrant)

       

      

        
          	
                  TO:

                	
                  SJ
                    Electronics, Inc.

                


        

      

      5F,
        No.166, Sinhu 2nd
        Road

      Neihu
        District, Taipei City

      Taiwan

      Attention:
        Agatha Shen

       

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, __________________ does hereby sell, assign, and transfer unto
        _____________________ the right to purchase _________________ shares of common
        stock of SJ Electronics, Inc. pursuant to the terms of this Warrant, and
        does
        hereby irrevocably constitute and appoint ___________________ attorney to
        transfer such right on the books of the Company with full power of substitution
        in the premises.

      


      


      DATED
        this ___ day of ____________, 20__.

      


      


      
        
          	 	Signature: 	 
	 	 	
                  
  
	 	
                   

                   

                


        

        
          	
                	Signature
                  Guaranteed:	
                
	 	
                  

                
	 	 


        

      

      


      


      *
        * * * *
        *

       

      NOTICE:
        The
        signature to the form of assignment must correspond with the name as written
        upon the face of the attached Warrant in every particular without alteration
        or
        enlargement or any change whatsoever, and must be guaranteed by a bank, other
        than a savings bank, or by a trust company or by a firm having membership
        on a
        registered national securities exchange.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      NOTICE
        OF EXERCISE

      (to
        be signed only upon exercise of Warrant)

      


      

        
          	
                  TO:

                	
                  SJ
                    Electronics, Inc.

                



      

      5F,
        No.166, Sinhu 2nd
        Road

      Neihu
        District, Taipei City

      Taiwan

      Attention:
        Agatha Shen

      


      The
        undersigned holder hereby exercises the right to purchase shares of Common
        Stock
        of SJ Electronics, Inc. (the “Company”),
        evidenced by the attached Placement Agent Warrant dated june 10, 2008 (the
        “Warrant”).
        Capitalized terms used herein and not otherwise defined shall have the
        respective meanings set forth in the Warrant.

      


      Exercise
        Price Per Share: $________________

       

      Total
        Exercise Price: $____________________

       

      Number
        of
        Shares: ______________________

       

      Net
        Number (if cashless): _________________

      


      Specify
        Method of exercise by check mark:

      


      
        	
                1.
                  ___

              	
                Cash
                  Exercise.
                  The holder shall pay the Total Exercise Price of $______________
                  to the
                  Company in accordance with the terms of the Warrant.
                  

              


      

      


      
        	
                2.
                  ___

              	
                Cashless
                  Exercise.
                  In lieu of making payment of the Total Exercise Price, the holder
                  elects
                  to receive upon such exercise the Net Number of shares of Common
                  Stock
                  determined in accordance with the terms of the Warrant.
                  

              


      

      


      Date:
        _______________, ______

      


      Name
        of
        Registered Holder

      


      By:     

      Name:     

      Title:     

      


      
        
           

        

        
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