Unassociated Document


    Exhibit
4.1

    


    THIS
NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE
SECURITIES LAWS.  THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER APPLICABLE STATE
SECURITIES LAWS AS TO THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YI
XIN INTERNATIONAL COPPER, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    
      	
              CN
      - _____

            	
              Dated:______________

            


    

    10%
CONVERTIBLE NOTE

    


    FOR VALUE
RECEIVED, YI XIN INTERNATIONAL, INC., a Delaware corporation (the “Company”), hereby
promises to pay to the order of _______________________, or its assigns (the
“Holder”),
without demand, the sum of __________________ ($____________), with simple
interest accruing at the rate described below.

    


    This Note
is being issued pursuant to a Subscription Agreement that is one of a series of
Subscription Agreements among the Company and the initial holders of the Company
Notes (as defined below) which Subscription Agreements (collectively, the “Subscription
Agreements”) were entered into in connection with a Private Offering
Memorandum prepared by the Company and dated October __, 2009. Capitalized terms
used herein and not otherwise defined have the respective meanings ascribed
thereto in the Subscription Agreement.

    


    ARTICLE
I

    GENERAL
PROVISIONS

    


    1.1           Payments.  Interest
payable on the outstanding principal of this Note shall accrue from the Closing
Date at a rate per annum (the “Interest Rate”) equal
to ten percent (10%), subject to adjustment pursuant to Section 1.2 (the “Interest”).  Interest
shall be compounded annually, and shall be payable on each anniversary of the
date hereof (the “Closing
Date”).  Interest shall be computed for actual days elapsed on
the basis of a 360 day year consisting of twelve 30-day months. The principal of
this Note (the “Principal”) and
accrued but unpaid Interest thereon shall, unless earlier converted, be payable
in full on the date that shall be twelve (12) months after the Closing Date or
the closing of a public offering by the Company of the common stock of the
Company pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the “Securities Act”)
resulting in gross proceeds to the Company before deducting any discounts, fees
or costs associated with the offering) of not less than $10,000,000 following
the date hereof, whichever is earlier (the “Maturity Date”). On
the Maturity Date, the Holder shall deliver, by hand or nationally recognized
overnight delivery service, to the Company at its principal executive offices
this Note.  Payment of the outstanding Principal and Interest on the
Maturity Date shall be made by the Company to the Holder against receipt of this
Note (as provided in this Section 1.1).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Upon any
conversion in part by the Holder in accordance with Article II, the Holder and
the Company shall in good faith recalculate the outstanding Principal balance
and the Interest payable with respect to the converted portion.  Upon
any full conversion by the Holder in accordance with Article II, all of the
payments of Principal due hereunder shall terminate and no further Interest
shall accrue. All payments in respect of the Principal or Interest shall be made
in cash in U.S. dollars and in immediately available funds, and payments shall
be applied first to Interest and then to Principal and thereafter to charges and
expenses owing under or in connection with this Note.  Each conversion
hereof shall constitute the re-affirmation by the Holder that the
representations and warranties contained in the Subscription Agreement are true
and correct in all material respects with respect to the Holder as of the time
of such conversion.

    


    1.2           Default
Interest.   Any amount of Principal or Interest which is
not paid when due shall bear interest at the rate of fifteen percent (15%) per
annum from the due date thereof until the same is paid (“Default
Interest”).

    


    1.3           Conversion
Rights.  The conversion rights set forth in Article II shall
remain in full force and effect immediately from the date hereof and until the
Note is paid in full or converted in full regardless of the occurrence of an
Event of Default.  The Note shall be payable in full on the Maturity
Date as provided in Section 1.1, except to the extent previously converted into
Company common stock (the “Common Stock”) in
accordance with Article II hereof.

    


    1.4           Prepayment
Option.  At any time after the Effective Date (defined below),
the Company may prepay in cash all or any portion of the outstanding principal
amount of this Note upon ten (10) days prior written notice to the Holder at a
price equal to one hundred ten percent (110%) of the outstanding principal
amount of this Note plus accrued Interest. Notwithstanding the foregoing, the
Company may effect a prepayment only upon the earlier of: (i) the Effective
Date, or (ii) the date upon which the Conversion Shares become eligible for sale
pursuant to Rule 144 under the Securities Act of 1933. “Effective Date” has
the meaning provided in the Registration Rights Agreement.

    


    ARTICLE
II

    CONVERSION
RIGHTS

    


    The
Holder shall have the right to convert the Principal and accrued and unpaid
Interest due under this Note into shares of the Company’s Common Stock, as set
forth below.  Shares of stock issuable upon conversion of the Note may
be referred to as “Conversion
Shares.”


    
      
         


      

      
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    2.1         Conversion
into the Company’s Common Stock.

    


    (a)           The
Holder shall have the right from and after the date of the issuance of this Note
and then at any time until this Note is fully paid, to convert any outstanding
and unpaid Principal portion of this Note, and accrued Interest on such portion,
at the election of the Holder into fully paid and non-assessable shares of
Common Stock, or any shares of capital stock of the Company into which such
Common Stock shall hereafter be changed or reclassified (the “Conversion Shares”),
at the conversion price as defined in Section 2.1(b) hereof (the “Conversion Price”),
determined as provided herein.  Upon delivery to the Company at its
principal offices of a completed Notice of Conversion (in the form attached
hereto), together with this Note (the date of such delivery being a “Conversion Date”),
the Company shall issue and deliver to the Holder within five (5) business days
from the Conversion Date that number of shares of Common Stock for the portion
of the Note and related Interest converted in accordance with the
foregoing.  The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
Principal of the Note and accrued Interest to be converted, by the Conversion
Price.  No fractional shares will be issued and any portion of the
Principal and accrued Interest attributable to any such unissued fractional
share shall be refunded to the Holder.  Notwithstanding anything in
Section 4.2 to the contrary, to be effectively delivered, a Notice of Conversion
(together with this Note), must actually be received by the Company in order to
be considered delivered.

    


    (b)           Subject
to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
share shall be $0.78.

    


    (c)           The
Conversion Price and number and kind of share of Common Stock or to be issued
upon conversion determined pursuant to Section 2.1(a), shall be subject to
adjustment from time to time upon the happening of certain events while this
Note remains outstanding, as follows:

     

    (i)          Reorganization,
Consolidation, Merger, etc. In case at any time or from time to time, the
Company shall effect any merger, reorganization, restructuring, reverse stock
split, consolidation, sale of all or substantially all of the Company’s assets
or any similar transaction or related transactions (each such transaction, a
“Fundamental
Change”), then, in each such case, as a condition to the consummation of
such a transaction, proper and adequate provision shall be made by the Company
whereby the Holder of this Note, on the Conversion Date, with respect to any
conversion occurring at any time after the occurrence of such Fundamental
Change, shall receive, in lieu of the Common Stock (or other securities)
issuable on such conversion prior to the occurrence of such Fundamental Change,
the stock and other securities and property (including cash) to which such
Holder would have been entitled upon the occurrence of a Fundamental Change if
such Holder had so converted this Note, immediately prior thereto, all subject
to further adjustment thereafter as provided herein.

     

    If the
Company at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes
that may be issued or outstanding, this Note, as to the unpaid Principal portion
thereof and accrued Interest thereon, shall thereafter be deemed to evidence the
right to be issued an adjusted number of such securities and kind of securities
as would have been issuable upon conversion of this Note as the result of such
change with respect to the Common Stock immediately prior to such
reclassification or other change.


    
      
         


      

      
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    (ii)           Dissolution. In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
Other Securities and Property receivable by the Holder of this Note after the
effective date of such dissolution pursuant to this Article II to a bank or
trust company (a “Trustee”) having its
principal office in New York, New York, as trustee for the Holder.

    


    (iii)           Continuation of
Terms. Upon any Fundamental Change or transfer (and any dissolution
following any transfer) referred to in this Article II, this Note shall continue
in full force and effect and the terms hereof shall be applicable to any other
securities and property receivable on the conversion of this Note after the
consummation of such Fundamental Change or transfer or the effective date of
dissolution following such transfer, as the case may be, and shall be binding
upon the issuer of any other securities and property, including, in the case of
any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Note as provided in Section 2.1(c)(iv). In
the event this Note does not continue in full force and effect after the
consummation of the transaction described in this Article II, then only in such
event will the Company’s securities and property (including cash, where
applicable) receivable by the Holder of the Notes be delivered to the Trustee as
contemplated by Section 2.1(c)(ii).

    


    (iv)           Extraordinary Events
Regarding Common Stock. In the event that the Company shall (A) issue
additional shares of Common Stock as a dividend or other distribution on
outstanding Common Stock, (B) subdivide its outstanding shares of Common Stock,
or (C) combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then, in each such event, the Conversion Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Conversion Price by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be
the Conversion Price then in effect. The Conversion Price, as so adjusted, shall
be readjusted in the same manner upon the happening of any successive event or
events described in this Section 2.1(c)(iv). The number of Conversion Shares
that the Holder of this Note shall thereafter, on the conversion hereof as
provided in Article II, be entitled to receive shall be adjusted to a number
determined by multiplying the number of Conversion Shares that would otherwise
(but for the provisions of this Section 2.1(c)(iv)) be issuable on such
conversion by a fraction of which (x) the numerator is the Conversion Price that
would otherwise (but for the provisions of this Section 2.1(c)(iv)) be in
effect, and (y) the denominator is the Conversion Price in effect on the date of
such conversion.

    


    (d)           Effectiveness of
Adjustment. An adjustment to the Conversion Price or to the number of
Conversion Shares issuable hereunder, shall become effective immediately after
the payment date in the case of each dividend or distribution and immediately
after the effective date of each other event which requires an
adjustment.

    


    (e)           Notice of Adjustment.
Upon the happening of any event requiring an adjustment of the Conversion Price,
the Company shall promptly give written notice thereof to the Holder at the
address appearing in the records of the Company, stating the adjustments
resulting from such event and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Holder or any defect
therein shall not affect the legality or validity of the subject
adjustment.


    
      
         


      

      
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    (f)  
  Accredited
Investor Status.  In no event may the Holder convert this Note
into Conversion Shares unless, at the time of such conversion, Holder is an
“accredited investor” as defined in Regulation D under the Securities
Act.  This Warrant may be transferred only to “accredited
investors.”

    


    2.2         Method of
Conversion.  This Note may be converted by the Holder in whole
or in part as described in Section 2.1(a) hereof and the Subscription Agreement.
Upon partial conversion of this Note, a new Note containing the same date and
provisions of this Note shall, at the request of the Holder, be issued by the
Company to the Holder for the remaining Principal balance of this Note and
Interest which shall not have been paid.

    


    2.3         Conversion
of Note.

    


    (a)           Upon
the conversion of a Note or part thereof, the Company shall, at its own cost and
expense, take all necessary action, including obtaining and delivering an
opinion of counsel, to assure that the Company’s transfer agent shall issue
stock certificates in the name of Holder (or its nominee) or such other persons
as designated by Holder and in such denominations to be specified at conversion
representing the number of shares of Common Stock issuable upon such
conversion.  The Company warrants that no instructions other than
these instructions have been or will be given to the transfer agent of the
Company’s Common Stock.  In the event of any partial conversion of
this Note, the Company shall issue to the Holder a replacement Note reflecting
the then outstanding Principal.

    


    (b)           Nothing
contained herein or in any document referred to herein or delivered in
connection herewith shall be deemed to establish or require the payment of a
rate of interest or other charges in excess of the maximum permitted by
applicable law.

    


    2.4         Reservation
of Conversion Shares.  During the period the conversion right
exists pursuant to Article II, the Company shall reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
providing for the exercise of the Company Notes, such number of shares of Common
Stock as shall from time to time equal the number of shares sufficient to permit
the conversion of the Company Notes in accordance with their respective terms.
The Company agrees that all Conversion Shares issued upon due conversion of the
Notes shall be, at the time of delivery of the certificates for such Conversion
Shares, duly authorized, validly issued, fully paid and non-assessable shares of
Common Stock of the Company.  The Company agrees that its issuance of
this Note shall constitute full authority to its officers, agents and transfer
agents who are charged with the duty of executing and issuing stock certificates
to execute and issue the necessary certificates for shares of Common Stock upon
the conversion of this Note and accrued Interest as provided for
herein.


    
      
         


      

      
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    2.5           Beneficial
Ownership Limitation.
Notwithstanding anything to the contrary set forth in Article II of this
Note, at no time may the Holder convert all or a portion of this Note if the
number of Conversion Shares to be issued pursuant to such conversion, when
aggregated with all other shares of Common Stock beneficially owed by the Holder
at such time (including pursuant to any other convertible securities of the
Company), would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
and the rules thereunder) more than 9.99% of all of the Common Stock outstanding
at such time. Notwithstanding anything to the contrary contained herein, the
limitation on conversion of this Note may be waived by written agreement between
the Holder and the Company; provided, however, such waiver
may not be effective less than sixty-one (61) days from the date
thereof.

    


    ARTICLE
III

    EVENTS OF
DEFAULT

    


    The
occurrence of any of the following events of default (each an “Event of Default”),
if not cured within a reasonable period of time after of notice of such event is
received by the Company from the Holder shall, at the option of the Holder
hereof, make all sums of Principal and Interest then remaining unpaid hereon and
all other amounts payable hereunder immediately due and payable, upon
demand:

    


    3.1           Failure
to Pay Principal or Interest.  The Company fails to pay any
installment of Principal, Interest or other sum due under this
Note.

    


    3.2           Receiver
or Trustee.  The Company shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

    


    3.3           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Company and if instituted against the Company are not dismissed
within fifteen (90) days of initiation.

    


    3.4           Delisting. 
Following the initial listing of the Common Stock, the delisting of the Common
Stock from the OTC Bulletin Board or such other trading market or exchange on
which the Common Stock is listed or quoted for trading. 

    


    3.5           Failure
to Deliver Common Stock.  The Company’s failure to deliver
Common Stock to the Holder pursuant to this Note.

    


    3.6           Reservation
Default.  Failure by the Company to have reserved for issuance
upon conversion of the Note and accrued Interest the amount of Common
Stock.


    
      
         


      

      
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    ARTICLE
IV

    MISCELLANEOUS

    


    4.1         Failure
or Indulgence Not Waiver.  No failure or delay on the part of
Holder hereof in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.  All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

    


    4.2         Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally delivered, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (A) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, 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: (x) if to the Company to: Yi Xin International Copper,
Inc., No. 1 Guiba Road, Guixi District, Yingtan City, 335419 Jiangxi Province,
the People's Republic of China, Attn:  Chief Executive Officer,
telecopier number (86) (701) 333-8888, with a copy by telecopier only to: Blank
Rome, LLP, 405 Lexington Ave., 24th Floor,
New York, NY 10174, Attn.: Jeffrey A. Rinde, Esq., telecopier number: (917)
332-3009, and (y) if to the Holder, to the one or more addresses and facsimile
numbers provided in the Subscription Agreement, or any other address or
facsimile number provided by the Holder in a manner consistent with this Section
4.2 after the date hereof.

    


    4.3           Amendment
Provision.  The term “Note” and all
reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented.  The Company may from time to time
supplement or amend this Note without the approval of any holder of Notes in
order to cure any ambiguity or to be correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provision, or to make any other provisions in regard to matters or questions
herein arising hereunder which the Company may deem necessary or desirable and
which shall not materially adversely affect the interest of the
Holder.  This Note is one of a series of Notes of like tenor issued by
the Company in an aggregate principal amount of up to $5,000,000 (collectively,
the “Company
Notes”). In addition to any amendment permitted by the foregoing
provisions of this Section 4.3, any term of this Note may be amended or waived
upon the written consent of the Company and the holders of Company Notes
representing over 50% of the number of shares of Common Stock into which all
outstanding Company Notes may be converted (the “Majority Holders”);
provided , that
(x) any such amendment or waiver must apply to all Company Notes; and (y) the
number of Conversion Shares subject to this Note, the Conversion Price and the
Maturity Date may not be amended, and the right to convert this Note may not be
altered or waived in any manner adverse to the Holder, without the written
consent of the Holder.  In addition to the foregoing, this Note may be
amended in any respect upon the written consent of the Company and the
Holder.


    
      
         


      

      
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      4.4         
 Trasferability
and Assignability.

    

    


    (a)           
Subject to Section 4.7 hereof, this Note may be transferred by a Holder, in
whole, or, so long as the portion to be transferred is equal to or greater than
$250,000 and is a multiple of $250,000, in part, subject only to the
restrictions specified in this Note and in the Subscription
Agreement.  If transferred pursuant to this paragraph, this Note may
be transferred on the books of the Company by the Holder hereof in person or by
duly authorized attorney, upon surrender of this Note at the principal office of
the Company, properly endorsed (by the Holder executing an assignment in the
form attached hereto), together with the transferee’s portion of the assignment
duly completed and executed by the transferee, and accompanied by such other
documents as may be reasonably required by the Company, including, if required
by the Company, an opinion of its counsel to the effect that such transfer is
exempt from the registration requirements of the Securities Act and any
applicable state securities laws, to establish that such transfer is being made
in accordance with the terms hereof, and a new Note shall be issued to the
transferee and the surrendered Note shall be canceled by the
Company.  This Note may be transferred only to “accredited investors”
as defined under the Securities Act.

    


    (b)        
   This Note shall be binding upon the Company and its successors
and assigns, and shall inure to the benefit of the Holder and its successors and
permitted assigns.

    


    4.5           Cost of
Collection.  If default is made in the payment of this Note,
the Company shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys’ fees.

    


    4.6           Governing
Law; Consent to Jurisdiction.  This Note shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to its conflict of laws principles.  Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York.  The Company and the
Holder agree to submit to the jurisdiction of such courts.  The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.

    


    4.7           Compliance
with Securities Laws.

    


    (a)           The
Holder of this Note, by acceptance hereof, acknowledges that this Note and the
Conversion Shares to be issued upon conversion 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 this
Note or any Conversion Shares to be issued upon conversion hereof except
pursuant to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state securities
laws.


    
      
         


      

      
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    (b)           All
certificates representing Conversion Shares issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:

    


    THE
SECURITIES ISSUED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS.  THE SECURITIES ISSUED
HEREBY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND UNDER APPLICABLE STATE SECURITIES LAWS AS TO SUCH
SECURITIES OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YI XIN
INTERNATIONAL COPPER, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    4.8           Stockholder
Status.  The Holder shall not have rights as a stockholder of
the Company with respect to unconverted portions of this
Note.  However, the Holder will have all the rights of a stockholder
of the Company with respect to the shares of Common Stock to be received by
Holder after delivery by the Holder of a Notice of Conversion, together with
this note, to the Company in compliance with the provisions of Article
II.

    


    4.9           Taxes.  The
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
for Conversion Shares in a name other than that of the Holder in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Conversion Shares or any Note
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company’s reasonable satisfaction that such tax
has been paid. The Holder shall be responsible for income taxes due under
federal, state or other law, if any such tax is due.

    


    4.10         Entire
Agreement.  This Note, the Subscription Agreement and the other
transaction documents (including all schedules and exhibits thereto) constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein and
therein.  This Note and the Subscription Agreement supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.  In the event of a conflict between
this Note and the Subscription Agreement, the terms of the Subscription
Agreement shall be controlling.

    


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


    
      
         


      

      
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    4.12         Loss,
Theft, Destruction of Note.  Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note and, in the case of any such loss, theft or destruction, upon receipt
of indemnity or security reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender and cancellation of this Note, the
Company shall make, issue and deliver, in lieu of such lost, stolen, destroyed
or mutilated Note, a new Note of like tenor and unpaid Principal dated as of the
date hereof.  This Note shall be held and owned upon the express
condition that the provisions of this Section 4.12 are exclusive with respect to
the replacement of a mutilated, destroyed, lost or stolen Note and shall
preclude any and all other rights and remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement of negotiable instruments or other securities without the surrender
thereof.

    


    4.13         Who
Deemed Absolute Owner.  The Company may deem the person or
entity in whose name this Note shall be registered upon the registry books of
the Company to be, and may treat it as, the absolute owner of this Note (whether
or not this Note shall be overdue) for the purpose of receiving payment of or on
account of the Principal of this Note or Interest, for the conversion of this
Note and for all other purposes, and the Company shall not be affected by any
notice to the contrary.    

    


     4.14           Registration
Rights Agreement.  The Conversion Shares are subject to a
Registration Rights Agreement among the Investor, certain other investors, and
the Company dated ____________ (the “Registration Rights
Agreement”) and the registration rights with respect to the Conversion
Shares issuable upon conversion of this Note by a Holder may be assigned only in
accordance with the terms and provisions of the Registration Rights
Agreement.

    


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    IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its name by an authorized officer
as of the ______ day of ________, 20__.

    


    
      
        
          
            
              
                
                  
                    	
                            Witness:

                          	 	YI
      XIN INTERNATIONAL COPPER, INC.
	 
      	 	 
      	 
      
	 
      	 	By:	
                              

                          


                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    	 
      	
                                

                          	 
      	
                            Name:

                          	
                              

                          	 
	
                              

                          	 
      	 
      	
                            Title:

                          	
                              

                          	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    NOTICE
OF CONVERSION

    


    (To be
executed by the Registered Holder in order to convert the Note)

    


    The
undersigned hereby elects to convert $_________ of the Principal and accrued
Interest with respect to such Principal of the 10% Convertible Note (the “Note”) issued by YI
XIN INTERNATIONAL COPPER, INC. on _________________, 20___ into shares of Common
Stock of YI XIN INTERNATIONAL COPPER, INC. according to the conditions set forth
in such Note, as of the date written below.

    


    The
undersigned represents and warrants to the Company that the undersigned is an
“accredited investor” as defined in Regulation D under the Securities Act of
1933, as amended.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date
      of Conversion:

                                	 	
                                     

                                
	 
      	 	 
      
	
                                  Conversion
      Price:

                                	 	
                                     

                                
	 
      	 	 
      
	
                                  Common
      Stock To Be

                                	 	
                                     

                                
	
                                  Delivered:

                                	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Signature:

                              	
                                   

                              	 
	 
      	 
      	 
	
                                Print
      Name:

                              	
                                   

                              	 
	 
      	 
      	 
	
                                Address:

                              	
                                   

                              	 
	 
      	
                                   

                              	 
	 
      	
                                   

                              	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within 10% Convertible Note and all rights evidenced
thereby and does irrevocably constitute and appoint _____________, attorney, to
transfer the said Note on the books of Yi Xin International Copper, Inc. (the
“Company”).

    


    The
undersigned represents and warrants that the foregoing assignment is made in
compliance with all applicable law and the terms of the 10% Convertible
Note.

    


    
      
        
          	
                  Dated:
      ________________________________

                	
                  Signature

                	
                  _____________________________________

                
	 
      	 
      	 
      
	 
      	
                  Address

                	
                  ________________________________

                
	 
      	 
      	
                  ________________________________

                


        

      

    

    


    TRANSFEREE’S
REPRESENTATIONS AND WARRANTIES

     

    The
undersigned transferee hereby represents and warrants to the Company that the
transferee is an “accredited investor” as defined by Rule 501 under the
Securities Act of 1933, as amended and that the address set forth below is the
undersigned’s principal residence (if an individual) or principal place of
business (if a corporation or other entity).

     

    
      
        
          	
                  Dated:
      ________________________________

                	
                  Signature

                	
                  

                    _____________________________________

                  

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	 
      
	 
      	
                  Address

                	
                  

                    ________________________________

                  

                
	 
      	 
      	
                  

                    ________________________________

                  

                


        

      

    


    
      
         


      

      
        13