EXHIBIT
4.1




THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.




THE
TRANSFERABILITY OF THIS WARRANT IS ALSO RESTRICTED BY THE TERMS OF A LOCK UP
AGREEMENT DATED AS OF FEBRUARY 22, 2009 BETWEEN THE ISSUER AND
THE  HOLDER.









FORM OF
AMENDED AND RESTATED [SERIES A] WARRANT TO PURCHASE




SHARES OF
COMMON STOCK




OF




FUSHI
COPPERWELD, INC.




No.:                                                                                         Number
of Shares:


Date of
Issuance:




FOR VALUE
RECEIVED, the undersigned, Fushi Copperweld, Inc., a Nevada corporation
(together with its successors and assigns, the “Issuer”), hereby
certifies that




[             ]
or its registered permitted assigns (the  “Holder”) is entitled
to subscribe for and purchase, during the Term (as hereinafter defined), up to
[                 ]
shares (subject to adjustment as hereinafter provided) of the duly authorized,
validly issued, fully paid and non-assessable Common Stock of the Issuer, at an
exercise price per share equal to the Warrant Price then in effect, subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth.   “Warrant Price”
initially means [     ], as such price may be adjusted
from time to time as shall result from the adjustments specified in this
Warrant, including Section 4 hereto.  Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 8 hereof.




1.           Term.  The
term of this Warrant shall commence on February 22, 2009 and shall expire at
6:00 p.m., Eastern Time, on the later of (i) the date which is the twelve (12)
month anniversary of the date hereof, or (ii)  the date which is six
(6) months following the effective date of a registration  statement
filed by the Company pursuant to the Registration Rights
Agreement  under which the resale of all of the Warrant Stock has been
registered under the Securities Act (such period being the “Term” and such date,
the “Termination
Date”).







2.           Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange.




(a)           Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term for such number of shares of
Common Stock set forth above.




(b)           Method of
Exercise.




(i)           Cash
Exercise.  The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto
duly executed) at the principal office of the Issuer, and by the payment to the
Issuer of an amount of consideration therefor equal to the Warrant Price in
effect on the date of such exercise multiplied by the number of shares of
Warrant Stock with respect to which this Warrant is then being exercised,
payable at such Holder’s election by certified or official bank check or by wire
transfer to an account designated by the Issuer.




(ii)           Cashless
Exercise.  If, but only if, at any time after one year from the date
of issuance of this Warrant there is no effective Registration Statement
registering the resale of the Warrant Stock by the Holder, this Warrant may also
be exercised at such time by means of a “ cashless exercise”  in which
the Holder shall be entitled to receive a certificate for the number of shares
of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:




(A) = the
Current Market Price on the trading day preceding the date of such
election;




(B) = the
Warrant Price, as adjusted; and





(X) = the number of shares of Warrant
Stock issuable upon exercise of the Warrants in accordance with the terms of
this Warrant




(c)           Issuance of Stock
Certificates.  In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding three (3) Trading Days after such exercise (the “Delivery Date”) or,
at the request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Stock is then in effect
or that the shares of Warrant Stock are otherwise exempt from registration),
issued and delivered to the Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding three (3) Trading Days after such exercise, and
the Holder hereof shall be deemed for all purposes to be the holder of the
shares of Warrant Stock so purchased as of the date of such
exercise.  Notwithstanding the foregoing, the Issuer or its transfer
agent shall only be obligated to issue and deliver the shares to the DTC on a
holder’s behalf via DWAC if such exercise is in connection with a sale or other
exemption from registration by which the shares may be issued without a
restrictive legend and the Issuer and its transfer agent are participating in
DTC through the DWAC system.  The Holder shall deliver this original
Warrant, or an indemnification undertaking with respect to such Warrant in the
case of its loss, theft or destruction, at such time that this Warrant is fully
exercised.


2




(d)           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Issuer fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the
Issuer shall 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 shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed.  The
Holder shall provide to the Issuer a written notice indicating the amounts
payable to the Holder in respect of the Buy-In, together with applicable
confirmations and other evidence reasonably requested by the
Issuer.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance with respect to the Issuer’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of this Warrant as required pursuant to the terms hereof.




(e)           Transferability of
Warrant.  Subject to Section 2(g) hereof, this Warrant may be
transferred by a Holder, in whole or in part, only to Permitted Transferees and,
for so long as the Lock-Up Agreement continues to be in effect, only in
accordance with the provisions of the Lock- Up Agreement.   The
Holder of this Warrant, each transferee hereof and any holder and transferee of
any shares issued upon exercise of this Warrant, by his or its acceptance
thereof, agrees that no public distribution of this Warrant or shares issued
upon exercise of this Warrant will be made in violation of the provisions of the
Securities Act.  Furthermore, it shall be a condition to the transfer
of this Warrant that any transferee thereof deliver to the Company his or its
written agreement to accept and be bound by all of the terms and conditions
contained in this Warrant. All Warrants issued on transfers or exchanges shall
be dated the Original Issue Date of this Warrant and shall be identical with
this Warrant except as to the number of shares of Warrant Stock (as defined
below) issuable pursuant thereto.




(f)                 Compliance with Securities
Laws.




(i)           The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder’s own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or an
exemption from registration, under the Securities Act and any applicable state
securities laws.


3




(ii)           Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:




THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.




(iii)           The
Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to
making any transfer of any such securities, the Holder shall give written notice
to the Issuer describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the SEC and has been declared effective by the SEC and
continues to be  in effect, (iii) the Issuer has received other
evidence reasonably satisfactory to the Issuer that such registration and
qualification under the Securities Act and state securities laws are not
required, or (iv) the Holder provides the Issuer with reasonable assurances that
such security can be sold pursuant to Rule 144 under the Securities Act; and (b)
either (i) the Issuer has received an opinion of counsel reasonably satisfactory
to the Issuer, to the effect that registration or qualification under the
securities or “blue sky” laws of any state is not required in connection with
such proposed disposition, or (ii) compliance with applicable state securities
or “blue sky” laws has been effected or a valid exemption exists with respect
thereto.  The Issuer will respond to any such notice from a holder
within three (3) Trading Days.  In the case of any proposed transfer
under this Section 2(f), the Issuer will use reasonable efforts to comply with
any such applicable state securities or “blue sky” laws, but shall in no event
be required, (x) to qualify to do business in any state where it is not then
qualified, (y) to take any action that would subject it to tax or to the general
service of process in any state where it is not then subject, or (z) to comply
with state securities or “blue sky” laws of any state for which registration by
coordination is unavailable to the Issuer.  The restrictions on
transfer contained in this Section 2(f) shall be in addition to, and not by way
of limitation of, any other restrictions on transfer contained in any other
section of this Warrant.  Whenever a certificate representing the
Warrant Stock is required to be issued to the Holder without a legend, in lieu
of delivering physical certificates representing the Warrant Stock, the Issuer
shall cause its transfer agent to electronically transmit the Warrant Stock to
the Holder by crediting the account of the Holder or Holder’s Prime Broker with
DTC through its DWAC system (to the extent not inconsistent with any provisions
of this Warrant or the Purchase Agreement).


4




(iv)           In
addition, for so long as the Lock-Up Agreement continues to be in effect this
Warrant and all certificates representing shares of Warrant Stock issued upon
exercise hereof shall be stamped or imprinted with a legend in substantially the
following form:




THE
TRANSFERABILITY OF THIS WARRANT IS ALSO RESTRICTED BY THE TERMS OF A LOCK UP
AGREEMENT DATED AS OF FEBRUARY 22, 2009 BETWEEN THE ISSUER AND
THE  HOLDER.




The
Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above at the request of the Holder
after the restrictions set forth in the Lock-Up Agreement shall have
expired.




(g)                 Accredited Investor
Status.  In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.




3.           Stock Fully Paid;
Reservation and Listing of Shares; Covenants.




(a)           Stock Fully
Paid.  The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, when issued in accordance with the terms of
this Warrant, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by or through the
Issuer.




(b)           Reservation.  The
Issuer covenants and agrees that during the period within which this Warrant may
be exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a number of authorized but
unissued shares of Common Stock equal to at least one hundred fifty percent
(150%) of the number of shares of Common Stock issuable upon exercise of this
Warrant without regard to any limitations on exercise.




(c)           Covenants.  The
Issuer shall not by any action including, without limitation, amending the
Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment.  Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) take all such action as may be reasonably
necessary in order that the Issuer may validly and legally issue fully paid and
nonassessable shares of Common Stock, free and clear of any liens, claims,
encumbrances and restrictions (other than as provided herein) upon the exercise
of this Warrant, and (iii) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be reasonably necessary to enable the Issuer to
perform its obligations under this Warrant.


5




(d)           Loss, Theft, Destruction of
Warrants.  Upon receipt of evidence satisfactory to the Issuer
of the ownership of and the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Issuer or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Issuer will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.




(e)           Payment of Taxes. The
Issuer will pay any documentary stamp taxes attributable to the initial issuance
of the Warrant Stock issuable upon exercise of this Warrant; provided, however, that the
Issuer 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
representing Warrant Stock in a name other than that of the Holder in respect to
which such shares are issued.




4.           Adjustment of Warrant
Price.  The price at which such shares of Warrant Stock may be
purchased upon exercise of this Warrant shall be subject to adjustment from time
to time as set forth in this Section 4.  The Issuer shall give the
Holder notice of any event described below which requires an adjustment pursuant
to this Section 4 in accordance with the notice provisions set forth in Section
5.




(a)                 Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.




(i)           In
case the Issuer after the Original Issue Date shall do any of the following
(each, a “Triggering
Event”): (a) consolidate or merge with or into any other Person and the
Issuer shall not be the continuing or surviving corporation of such
consolidation or merger, or (b) permit any other Person to consolidate with or
merge into the Issuer and the Issuer shall be the continuing or surviving Person
but, in connection with such consolidation or merger, any Capital Stock of the
Issuer shall be changed into or exchanged for Securities of any other Person or
cash or any other property, or (c) transfer all or substantially all of its
properties or assets to any other Person, or (d) effect a capital reorganization
or reclassification of its Capital Stock, then, and in the case of each such
Triggering Event, proper provision shall be made to the Warrant Price and the
number of shares of Warrant Stock that may be purchased upon exercise of this
Warrant so that, upon the basis and the terms and in the manner provided in this
Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof
at any time after the consummation of such Triggering Event, to the extent this
Warrant is not exercised prior to such Triggering Event, to receive at the
Warrant Price in effect at the time immediately prior to the consummation of
such Triggering Event, in lieu of the Common Stock issuable upon such exercise
of this Warrant prior to such Triggering Event, the Securities, cash and
property to which such Holder would have been entitled upon the consummation of
such Triggering Event if such Holder had exercised the rights represented by
this Warrant immediately prior thereto (including the right of a shareholder to
elect the type of consideration it will receive upon a Triggering Event),
subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this Section
4.  Immediately upon the occurrence of a Triggering Event, the Issuer
shall notify the Holder in writing of such Triggering Event and provide the
calculations in determining the number of shares of Warrant Stock issuable upon
exercise of the new warrant and the adjusted Warrant Price.  Upon the
Holder’s request, the continuing or surviving corporation as a result of such
Triggering Event shall issue to the Holder a new warrant of like tenor
evidencing the right to purchase the adjusted number of shares of Warrant Stock
and the adjusted Warrant Price pursuant to the terms and provisions of this
Section 4(a)(i).  Notwithstanding the foregoing to the contrary, this
Section 4(a)(i) shall only apply if the surviving entity pursuant to any such
Triggering Event is a company that has a class of equity securities registered
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
its common stock is listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board.


6




(ii)           In
the event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Triggering Event, so long as the surviving entity pursuant to
any Triggering Event is a company that has a class of equity securities
registered pursuant to the Exchange Act and its common stock is listed or quoted
on a national securities exchange, national automated quotation system or the
OTC Bulletin Board, the surviving entity and/or each Person (other than the
Issuer) which may be required to deliver any Securities, cash or property upon
the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this
Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer
shall survive the consummation of such Triggering Event, such assumption shall
be in addition to, and shall not release the Issuer from, any continuing
obligations of the Issuer under this Warrant) and (B) the obligation to deliver
to such Holder such Securities, cash or property as, in accordance with the
foregoing provisions of this subsection (a).




(b)           Stock Dividends,
Subdivisions and Combinations.  If at any time the Issuer
shall:




(i)           make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,




(ii)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or




(iii)           combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock,




then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.




(c)           Certain Other
Distributions.  If at any time the Issuer shall make or issue
or set a record date for the holders of the Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:




(i)           cash,


7




(ii)           any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Common Stock
Equivalents or Additional Shares of Common Stock), or




(iii)           any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever,




then (1)
the number of shares of Common Stock for which this Warrant is exercisable shall
be adjusted to equal the product of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such adjustment
multiplied by a fraction (A) the numerator of which shall be the Per Share
Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.  A reclassification of the Common Stock (other than a
change in par value, or from par value to no par value or from no par value to
par value) into shares of Common Stock and shares of any other class of stock
shall be deemed a distribution by the Issuer to the holders of its Common Stock
of such shares of such other class of stock within the meaning of this Section
4(c) and, if the outstanding shares of Common Stock shall be changed into a
larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4(b).




(d)           Other Provisions Applicable
to Adjustments under this Section.  The following provisions
shall be applicable to the making of adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect provided for in this Section 4:




(i)           When Adjustments to Be
Made.  The adjustments required by this Section 4 shall be made
whenever and as often as any specified event requiring an adjustment shall
occur, except that any adjustment of the number of shares of Common Stock for
which this Warrant is exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than one percent (1%) of the shares of
Common Stock for which this Warrant is exercisable immediately prior to the
making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise.  For the purpose of
any adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence.


8




(ii)           Fractional
Interests.  In computing adjustments under this Section 4,
fractional interests in Common Stock shall be taken into account to the nearest
one one-hundredth (1/100th) of a share.




(iii)           When Adjustment Not
Required.  If the Issuer shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.




(e)           Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
Securities purchasable upon the exercise of this Warrant.




5.           Notice of
Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an “adjustment”), the
Issuer shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each
adjustment.




6.           Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.




7.           Ownership Cap and Exercise
Restriction.  (a) Notwithstanding anything to the contrary set
forth in this [Series A] Warrant, at no time may the Holder exercise this
[Series A] Warrant if the number of shares of Common Stock to be issued pursuant
to such exercise would cause the number of shares of Common Stock beneficially
owned by the Holder at such time to exceed, when aggregated with all other
shares of Common Stock owned by the Holder and its affiliates at such time, the
number of shares of Common Stock which would result in the Holder, its
affiliates, any investment manager having discretionary investment authority
over the accounts or assets of the Holder and its affiliates, or any other
persons whose beneficial ownership of Common Stock would be aggregated for
purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially
owning (as determined in accordance with Section 13(d) of the Exchange Act and
the rules thereunder) in excess of 4.99% of the then issued and outstanding
shares of Common Stock; provided, however, that upon
the Holder and its affiliates providing the Issuer with sixty-one (61) day
notice (pursuant to this certificate) (the “Waiver Notice”) that
the Holder and its affiliates would like to waive this Section 7(i) with regard
to any or all shares of Common Stock issuable upon exercise of this [Series A]
Warrant, this Section 7(i) shall be of no force or effect with regard to those
shares of Common Stock referenced in the Waiver Notice.


9




(b)           Notwithstanding
anything to the contrary set forth in this [Series A] Warrant, at no time may a
Holder of this [Series A] Warrant exercise their [Series A] Warrant if the
number of shares of Common Stock to be issued pursuant to such exercise would
cause the number of shares of Common Stock owned by such Holder at such time to
exceed, when aggregated with all other shares of Common Stock owned by such
Holder and its affiliates at such time, the number of shares of Common Stock
which would result in such Holder, its affiliates, any investment manager having
discretionary investment authority over the accounts or assets of such Holder,
or any other persons whose beneficial ownership of Common Stock would be
aggregated with such Holder’s for purposes of Section 13(d) and Section 16 of
the Exchange Act, beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the
then issued and outstanding shares of Common Stock.




8.           Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:




“Board” shall mean the
Board of Directors of the Issuer.




“Certificate of
Incorporation” means the Certificate of Incorporation of the Issuer as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.




“Capital Stock” means
and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.




“Current Market Price”
per share of Common Stock on any date shall be deemed to be the closing price of
a single share of Common Stock on the trading day immediately preceding the date
in question as reported on the NASDAQ Global Market. If on any such dates the
Common Stock is not listed or admitted to trading on the NASDAQ Global Market or
any other national securities exchange and is not quoted by NASDAQ or any
similar organization, the fair value of a share of Common Stock on such date, as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error, shall be
used.




“Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.




“Holders” mean the
Persons who shall from time to time own any Warrant.  The term
“Holder” means one of the Holders.


10




“Independent
Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements
of the Issuer) that is regularly engaged in the business of appraising the
Capital Stock or assets of corporations or other entities as going concerns, and
which is not affiliated with either the Issuer or the Holder of any
Warrant.




“Issuer” means Fushi
Copperweld, Inc., a Delaware corporation, and its successors.




“Lock-Up Agreement”
means the Lock-Up Agreement dated as of the date hereof between the Holder and
the Issuer.




“Majority Holders”
means at any time the Holders of [Series A] Warrants exercisable for a majority
of the shares of Warrant Stock issuable under the [Series A] Warrants at the
time outstanding.




“Original Issue Date”
means February 22, 2009.




“OTC Bulletin Board”
means the over-the-counter electronic bulletin board.




“Other Common” means
any other Capital Stock of the Issuer of any class which shall be authorized at
any time after the date of this Warrant (other than Common Stock) and which
shall have the right to participate in the distribution of earnings and assets
of the Issuer without limitation as to amount.




“Outstanding Common
Stock” means, at any given time, the aggregate amount of outstanding
shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible
into or exercisable or exchangeable for, and any right to subscribe for, shares
of Common Stock that are outstanding at such time.




"Permitted
Transferee"means (i) any other
Investor (as defined in the Purchase Agreement), (ii) any affiliate or employee
of the Holder, (iii) Mr. Ephraim Fields, and (iv) any consultant retained by the
Holder as of the date hereof.




“Person” means an
individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.




“Per Share Market
Value” means on any particular date (a) the last closing price per share
of the Common Stock on such date on the NASDAQ or another registered national
stock exchange on which the Common Stock is then listed, or if there is no
closing price on such date, then the closing bid price on such date, or if there
is no closing bid price on such date, then the closing price on such exchange or
quotation system on the date nearest preceding such date, or (b) if the Common
Stock is not listed then on the NASDAQ or any registered national stock
exchange, the last closing price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices at the close of business on such
date, or if there is no closing  price on such  date, then
the closing  bid price on such date, or (c) if the Common Stock is not
then reported by the OTC Bulletin Board or the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), then the average of the “Pink Sheet” quotes for the five (5)
Trading Days preceding such date of determination, or (d) if the Common Stock is
not then publicly traded, the fair market value of a share of Common Stock as
determined by an Independent Appraiser selected in good faith by the Majority
Holders; provided, however, that the
Issuer, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market value shall be equal to the average of the determinations by each
such Independent Appraiser; and provided, further, that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties.  In determining the fair market value of any
shares of Common Stock, appropriate consideration shall be given to any
restrictions on transfer of the Common Stock imposed by agreement or by federal
or state securities laws, or to the existence or absence of, or any limitations
on, voting rights.


11




“Purchase Agreement”
means the Securities Purchase Agreement dated as of February 22, 2009, among the
Issuer and the purchasers named therein.




“Registration Rights
Agreement”
means the Registration  Rights Agreement dated as of February 22,
2009, among the Issuer and the purchasers named therein.




“SEC” means the U.S.
Securities and Exchange Commission.




“Securities” means any
debt or equity securities of the Issuer, whether now or hereafter authorized,
any instrument convertible into or exchangeable for Securities or a Security,
and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.




“Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute then in
effect.




“Subsidiary” means any
corporation at least 50% of whose outstanding Voting Stock shall at the time be
owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.




“Term” has the meaning
specified in Section 1 hereof.




“Trading Day” means
(a) a day on which the Common Stock is traded on the NASDAQ, or (b) if the
Common Stock is not traded on the NASDAQ, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the
event that the Common Stock is not listed or quoted as set forth in (a) or (b)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.


12




“Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NASDAQ Capital Market, the NASDAQ
Global Market, the NASDAQ Global Select Market, the New York Stock Exchange or
the OTC Bulletin Board.




“Voting Stock” means,
as applied to the Capital Stock of any corporation, Capital Stock of any class
or classes (however designated) having ordinary voting power for the election of
a majority of the members of the Board of Directors (or other governing body) of
such corporation, other than Capital Stock having such power only by reason of
the happening of a contingency.




“VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
New York City time to 4:02 p.m. New York City time); (b)  if the OTC
Bulletin Board is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
Board and if prices for the Common Stock are then reported in the "Pink Sheets"
published by Pink Sheets, LLC (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported; or (d) in all other cases, the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in good
faith by the Majority Holders and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.




“Warrants” means the
[Series A] Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions of Section 2(c) or 2(d) hereof or of any of such other
Warrants.




“Warrant Price”
initially means [    ], as such price may be adjusted from
time to time as shall result from the adjustments specified in this Warrant,
including Section 4 hereto.




“Warrant Share Number”
means at any time the aggregate number of shares of Warrant Stock which may at
such time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made under
the terms hereof.


13




“Warrant Stock” means
Common Stock issuable upon exercise of this Warrant.




9.           Other
Notices.  In case at any time:




(a)           the
Issuer shall make any distributions to the holders of Common Stock;
or




(b)           the
Issuer shall authorize the granting to all holders of its Common Stock of rights
to subscribe for or purchase any shares of Capital Stock of any class or other
rights; or




(c)           there
shall be any reclassification of the Capital Stock of the Issuer;
or




(d)           there
shall be any capital reorganization by the Issuer; or




(e)           there
shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
transfer or other disposition of all or substantially all of the Issuer’s
property, assets or business (except a merger or other reorganization in which
the Issuer shall be the surviving corporation and its shares of Capital Stock
shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or




(f)           there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Issuer or any partial liquidation of the Issuer or distribution to holders
of Common Stock;




then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take
place.  Such notice also shall specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
certificates for Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto.




10.           Amendment and
Waiver.  Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by a
written instrument or written instruments executed by the Issuer and the
Majority Holders; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant
Price, shorten the period during which this Warrant may be exercised or modify
any provision of this Section 10 without the consent of the Holder of this
Warrant.  No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of this Warrant
unless the same consideration is also offered to all holders of the
Warrants.




11.           Governing Law;
Jurisdiction.  This Warrant shall be governed by and construed
in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This
Warrant shall not be interpreted or construed with any presumption against the
party causing this Warrant to be drafted.  The Issuer and the Holder
agree that venue for any dispute arising under this Warrant will lie exclusively
in the state or federal courts located in New York County, New York, and the
parties irrevocably waive any right to raise forum non conveniens or any other
argument that New York is not the proper venue.  The Issuer and the
Holder irrevocably consent to personal jurisdiction in the state and federal
courts of the state of New York.  The Issuer and the Holder consent to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Warrant and agree that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing in this Section 11 shall
affect or limit any right to serve process in any other manner permitted by
law.  The Issuer and the Holder hereby agree that the prevailing party
in any suit, action or proceeding arising out of or relating to this Warrant or
the Purchase Agreement, shall be entitled to reimbursement for reasonable legal
fees from the non-prevailing party.  The parties hereby waive all
rights to a trial by jury.


14




12.           Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) immediately
upon hand delivery, telecopy or facsimile at the address or number designated
below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first
occur.  The addresses for such communications shall be:







If
      to the Issuer:
            Fushi
      Copperweld, Inc.
              1
      Shuang Qiang Road
              Jinzhou,
      Dalian
              People’s
      Republic of China 116100
              Attention:
      Chris Wang
              Tel.
      No.: 86-411-8770-333
              Fax
      No.: 86-10-8447-8847with
      copies (which copies
              shall
      not constitute notice)
              to:
            Guzov
      Ofsink, LLC
              600
      Madison Avenue, 14th Floor
              New
      York, New York 10022
              Attention:  Darren
      Ofsink, Esq.
              Tel.
      No.:  (212) 371-8008, ext. 102
              Fax
      No.:  (212) 688-7273If
      to any Holder:
            At
      the address or facsimile number of such Holder appearing on the books of
      the Issuer.




15




Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days  written notice of such changed address to the other
party hereto.




13.           Successors and
Assigns.  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and assigns of the
Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.




14.           Modification and
Severability.  If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the
other provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.




15.           Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


16




IN
WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
first above written.





FUSHI
      COPPERWELD, INC.By:_________________________Name:
      Chris WangTitle:  
      President


17


EXERCISE
FORM




[SERIES
A] WARRANT




FUSHI
COPPERWELD, INC.




The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of
________________________________ covered by the within Warrant.




Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: _________________________




The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.







Dated:
                        
                        
                        Name
      of Warrant Holder:(Print)(By:)(Name:)(Title:)





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


18




ASSIGNMENT




FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.




The
assignee is a Permitted Transferee within the meaning of Section 8 of this
Warrant.




Dated:
                          
                          
                          Name
      of Warrant Holder:(Print)(By:)(Name:)(Title:)





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




19




PARTIAL
ASSIGNMENT




FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.




The
assignee is a Permitted Transferee within the meaning of Section 8 of this
Warrant.


Dated:
                          
                          
                          Name
      of Warrant Holder:(Print)(By:)(Name:)(Title:)





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





20




FOR USE
BY THE ISSUER ONLY:




This
Warrant No. ______ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No.  ______ issued for ____ shares of Common
Stock in the name of _______________.


21