Warrant to Purchase
                                                5,263,158 shares of Common Stock

                                                         Void after May 31, 1998


                                 S.W. LAM, INC.
                          COMMON STOCK PURCHASE WARRANT



     THIS CERTIFIES THAT, for value received,  Phenomenal Limited, a corporation
organized under the laws of the British Virgin Islands ("Holder"), or registered
assigns,  is entitled to purchase Five Million Two Hundred Sixty Three  Thousand
One Hundred  Fifty Eight  (5,263,158),  fully paid and  nonassessable  shares of
Common Stock ("Warrant Shares") of S.W. Lam, Inc., a corporation organized under
the laws of the State of Nevada,  at a price of U.S. Two Dollars  Nineteen Cents
(US$2.19) or ('Exercise Price"),  subject to adjustments and all other terms and
conditions set forth in this Warrant.

     1.  Definitions.  As used herein,  the following terms,  unless the context
otherwise requires, shall have the following meanings:

          (a) "Common  Shares" shall mean shares of the  Company's  presently or
     subsequently  authorized  Common  Stock (as  described  in the  Articles of
     Incorporation  and  Bylaws of the  Company),  and any stock into which such
     Common Stock may hereafter be exchanged.

          (b) "Company" shall mean S.W. Lam, Inc., a corporation organized under
     the laws of the State of Nevada, and any corporation which shall succeed to
     or assume the obligations of S.W. Lam, Inc. under this Warrant.

          (c) "Date of Grant" shall mean May (___) 1997.

          (d) "Exercise  Date" shall mean the effective  date of the delivery of
     the Notice of Exercise pursuant to Sections 4 and 8 below.

          (e)  "Holder"  shall  mean  any  person  who  shall at the time be the
     registered holder of Warrant.

          (f)  "Securities  Act" shall mean the  Securities  Act of 1933, or any
     similar  federal  statute,  and the rules and regulations of the Securities
     and Exchange Commission (or any other federal agency then administering the
     Securities Act) under the legislation,  all as they may be in effect at the
     time.



                                       1
<PAGE>


     2. Issuance of Warrant and Private Offering.

          (a)  Consideration.  This Warrant is issued in consideration of and as
     an inducement  for Holder to grant a loan of US$10 million with  conversion
     features to Quality Prince Ltd., a wholly owned subsidiary of the Company.

          (b)  Private  Offering.  (i) The  sale  and  purchase  of the  Warrant
     hereunder  is  exempt  from  the  registration   and  prospectus   delivery
     requirements  of the Securities  Act. The Company has not sold any warrants
     to anyone  other than the  Holder,  and no other  shares of the company has
     been issued and sold by the Company within the six-month period immediately
     prior to the date hereof.  The Company  agrees that it, or anyone acting on
     its behalf,  will neither offer any warrant so as to bring the issuance and
     sale thereof within the provisions of Section 5 of the Securities  Act, nor
     offer any similar  securities for issuance or sale to, or solicit any offer
     to acquire any of the same from,  or otherwise  approach or negotiate  with
     respect  thereto  with,  anyone  if the  sale of any  warrant  and any such
     purposes of the Securities Act, including, without limitation, Regulation D
     thereunder.  In the case of the offer and sale of the Preferred  Stock,  no
     form  of  general  solicitation  or  general  advertising  was  used by the
     Company,  including, but not limited to, advertisements,  articles, notices
     or other  communications  published in any  newspaper,  magazine or similar
     medium or broadcast  over  television  or radio,  or any seminar or meeting
     whose  attendees  were  invited  by any  general  solicitation  or  general
     advertising.
 
     3. Term. The purchase right represented by this Warrant is exercisable only
during the period commencing upon the Date of Grant and ending on the earlier of
(i) May 31, 1998 or (ii) the closing of a consolidation or merger of the Company
(other than with its  wholly-owned  subsidiary) with or into, or the transfer of
all or substantially all of the Company's assets to, another corporation (unless
the  owners of the  capital  stock of the  Company,  prior to such  transaction,
continue to own a majority of the capital stock of the surviving corporation).

     4. Method of Exercise and Payment.

          (a) Method of  Exercise.  Subject  to Section 3 hereof and  compliance
     with all applicable securities laws, the purchase right represented by this
     Warrant may be  exercised,  whole or in part and from time to time,  by the
     Holder in accordance with the exercise  schedule attached hereto as Exhibit
     B by (i)  surrender  of this Warrant and delivery of the Notice of Exercise
     (the form of which is attached hereto as Exhibit A), duly executed,  at the
     principal  office of the  Company  and (ii)  payment  to the  Company of an
     amount  equal  to  the  product  of  the  then  applicable  Exercise  Price
     multiplied by the number of Common Shares then being purchased  pursuant to
     one of the payment methods permitted under Section 4(b) below.

          (b) Method of Payment. Payment shall be made either (1) by check drawn
     on a bank in good  standing and for United States funds made payable to the
     Company,  or (2) by wire transfer of United States funds for the account of
     the Company. Notwithstanding any provisions herein to the contrary, in lieu
     of  exercising  this Warrant as set forth in the  preceding  sentence,  the
     Holder may elect to receive shares equal to the value (as determined below)
     of this  Warrant by surrender of this Warrant and delivery of the Notice of
     Exercise  (the  form of  which is  attached  hereto  as  Exhibit  A),  duly
     executed,  at the  principal  office  of the  Company,  in which  event the
     Company  shall  issue to the  Holder a number of  shares  of Common  Shares
     computed using the following formula:



                                       2
<PAGE>


          X = Y(A-B)
              -----
                A

Where X =    the number of shares of Common Shares to be issued to the Holder,

      Y =    the number of shares of Common Shares under this Warrant which are 
             being exercised,

      A =    the fair market value of one share of the Company's  Common  Shares
             (at the date of such calculation), and

      B =    the Exercise Price (as adjusted to the date of such calculation).


          For purposes of the above calculation,  fair market value of one share
     of  Common  Shares  shall be  determined  by the  mutual  agreement  of the
     Company's  Board of Directors  and Holder;  provided,  however,  that where
     there exists a public market for the Company's Common Shares at the time of
     such exercise,  fair market value shall mean the average over the preceding
     twenty  (20)  trading  days (or such  fewer  number of days as such  public
     market has existed) of the mean of the high closing bid and asked prices on
     the  over-the-counter  market as reported by Nasdaq, or if then traded on a
     national  securities  exchange or the Nasdaq National  Market,  the average
     over the  preceding  twenty (20) trading days (or such fewer number of days
     as the Common  Shares  have been so traded) of the mean of the high and low
     prices on the principal national securities exchange or the National Market
     on which it is so traded.  Notwithstanding the foregoing,  in the event the
     Warrant is  exercised  in  connection  with the  Company's  initial  public
     offering of Common Stock,  the fair market value per share shall be the per
     share  offering  price  to the  public  of  the  Company's  initial  public
     offering.

          (c)  Delivery  of  Certificate.  In the event of any  exercise  of the
     purchase  right  represented by this Warrant,  certificates  for the Common
     Shares so purchased  shall be delivered  to the Holder  within  thirty (30)
     days of  delivery of the Notice of Exercise  and,  unless this  Warrant has
     been fully exercised or has expired, a new warrant representing the portion
     of the Common Shares with respect to which this Warrant shall not then have
     been  exercised  shall  also be issued to the Holder  within  such (30) day
     period.

          (d) No  Fractional  Shares.  No  fractional  shares shall be issued in
     connection  with any  exercise  hereunder,  but in lieu of such  fractional
     shares the Company shall make a cash payment therefor upon the basis of the
     fair market value per Share as of the date of exercise.

     5.  Adjustment  of  Exercise  Price and  Number of  Shares.  The  number of
securities  issuable  upon the exercise of this  Warrant and the Exercise  Price
shall be subject to adjustment  from time to time upon the occurrence of certain
events, as follows:

          (a)  Adjustment  for  Dividends in Stock . In case at any time or from
     time to time on or after the date hereof the  holders of the Common  Shares
     of the Company  shall have  received  or, on or after the record date fixed
     for the determination of eligible stockholders,  shall have become entitled
     to receive,  without  payment  therefor,  other or additional  stock of the
     Company  by way of  dividend  then,  and in each  case,  the Holder of this
     Warrant  shall,  upon the  exercise  hereof,  be entitled  to  receive,  in
     addition to the number of Common Shares receivable  thereupon,  and without
     payment of any additional  consideration therefor, the amount of such other
     or additional stock of the Company which such Holder would hold on the date
     of such  exercise had it been the holder of record of such Common Shares on
     the date hereof and had thereafter,  during the period from the date hereof
     to and including the date of such exercise, retained such shares and/or all
     other  additional  stock  receivable by it as aforesaid during such period,
     giving  effect  to  all  adjustments  called  for  during  such  period  by
     Subsections (b) and (d) of this Section 5.



                                       3
<PAGE>


          (b)  Reorganization,   Reclassification  or  Recapitalization  of  the
     Company.  In  case of (1) a  capital  reorganization,  reclassification  or
     recapitalization  of the  Company's  capital stock (other than in the cases
     referred to in of Section 5(c) hereof), (2) the Company's  consolidation or
     merger  with or into  another  corporation  in which the Company is not the
     surviving  entity,  or a reverse  triangular merger in which the Company is
     the  surviving  entity  but  the  shares  of the  Company's  capital  stock
     outstanding immediately prior to the merger are converted, by virtue of the
     merger,  into other  property,  whether in the form of securities,  cash or
     otherwise,  or (3) the sale or  transfer  of the  Company's  property as an
     entirety  or  substantially   as  an  entirety,   then,  as  part  of  such
     reorganization, reclassification,  recapitalization, merger, consolidation,
     sale or  transfer,  lawful  provision  shall  be made so that  there  shall
     thereafter be deliverable  upon the exercise of this Warrant or any portion
     thereof  (in  lieu  of or in  addition  to  the  number  of  Common  Shares
     theretofore  deliverable,  as  appropriate),  and  without  payment  of any
     additional consideration, the number of shares of stock or other securities
     or property to which the holder of the number of Common  Shares which would
     otherwise  have been  deliverable  upon the exercise of this Warrant or any
     portion  thereof  at the  time  of such  reorganization,  reclassification,
     recapitalization,  consolidation,  merger, sale or transfer would have been
     entitled   to   receive   in   such    reorganization,    reclassification,
     recapitalization,  consolidation,  merger,  sale or transfer.  Section 5(b)
     shall    apply   to    successive    reorganizations,    reclassifications,
     recapitalizations,  consolidations, mergers, sales and transfers and to the
     stock  or  securities  of any  other  corporation  that  are  at  the  time
     receivable   upon  the  exercise  of  this   Warrant.   If  the   per-share
     consideration  payable  to the  Holder  for  shares  of  Common  Shares  in
     connection with any transaction described in this Section 5(b) is in a form
     other  than  cash  or  marketable  securities,   then  the  value  of  such
     consideration  shall be determined in good faith by the Company's  Board of
     Directors.

          (c) Reclassifications. If the Company changes any of the securities as
     to which  purchase  rights  under  this  Warrant  exist  into the same or a
     different number of securities of any other class or classes,  this Warrant
     shall  thereafter  represent  the right to acquire  such number and kind of
     securities  as would have been  issuable  as the result of such change with
     respect to the  securities  that were subject to the purchase  rights under
     this Warrant immediately prior to such reclassification or other change and
     the Exercise Price therefor shall be appropriately adjusted.

          (d) Stock Splits and Reverse Stock Splits. If, at any time on or after
     the date hereof,  the Company shall subdivide its outstanding Common Shares
     into a greater number of shares,  the Exercise Price in effect  immediately
     prior to such subdivision shall thereby be proportionately  reduced and the
     number of shares  receivable upon exercise of this Warrant shall thereby be
     proportionately  increased; and, conversely, if at any time on or after the
     date hereof the outstanding  number of Common Shares shall be combined into
     a smaller number of shares,  the Exercise Price in effect immediately prior
     to such  combination  shall  thereby be  proportionately  increased and the
     number  of  shares  receivable  upon  exercise  of  the  Warrant  shall  be
     proportionately decreased.



                                       4
<PAGE>


          (e) Adjustment of Exercise Price. If, during the period  commencing on
     the date that this Warrant  becomes  exercisable and terminating on May 31,
     1998,  the Company  issues any Common Shares (as defined in the Articles of
     Incorporation  and Bylaws) for no consideration or for a consideration  per
     share  less  than  the in  effect  immediately  prior  to the  time of such
     issuance,  then the Exercise  Price shall be reduced to the per share price
     at which the said Common Shares were issued and sold.

          (f) Liquidation; Dissolution. If the Company shall dissolve, liquidate
     or wind up its  affairs,  the  Holder  shall  have the  right,  but not the
     obligation,  to  exercise  this  Warrant  effective  as of the date of such
     dissolution,   liquidation   or  winding  up.  If  any  such   dissolution,
     liquidation or winding up results in any cash distribution to the Holder in
     excess of the aggregate Exercise Price for the Common Shares for which this
     Warrant is  exercised,  then the Holder may, at its option,  exercise  this
     Warrant  without making  payment of such  aggregate  Exercise Price and, in
     such case, the Company shall,  upon  distribution  to the Holder,  consider
     such aggregate Exercise Price to have been paid in full, and in making such
     settlement  to the Holder,  shall deduct an amount equal to such  aggregate
     Exercise Price from the amount payable to the Holder.

          (g)  No  Impairment.  The  Company  shall  not,  by  amendment  of the
     Company's   Articles   of   Incorporation   or   Bylaws  or   through   any
     reorganization,   recapitalization,   transfer  of  assets,  consolidation,
     merger,  dissolution,  issue or sale of securities  or any other  voluntary
     action,  avoid or seek to avoid the observance or performance of any of the
     terms to be observed or performed  hereunder  by the Company,  but shall at
     all times in good faith assist in the carrying out of all the provisions of
     Section 5 and in the  taking  of all such  action  as may be  necessary  or
     appropriate   in  order  to  protect  the  rights  of  the  Holder  against
     impairment.

          (h) Application.  Except as otherwise provided herein, all sections of
     this Section 5 are intended to operate  independently of one another. If an
     event occurs that requires the  application  of more than one section,  all
     applicable sections shall be given independent effect.

     6.  Notices  of Record  Date,  Etc.  In the event of (a) any  taking by the
Company of a record of the holders of any class of securities for the purpose of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other  distribution  (the  "Distribution"),  (b) any capital  reorganization  or
reclassification  of the stated capital of the Company or any  consolidation  or
merger of the Company with any other  corporation or corporations  (other than a
wholly-owned  subsidiary),  or the sale or distribution of all or  substantially
all of the Company's property and assets (the  "Reorganization  Event"),  or (c)
any proposed filing of a registration statement under the Act in connection with
a primary  public  offering of the  Company's  Common  Stock (the  "Registration
Event"),  the  Company  will mail or cause to be  mailed to the  Holder a notice
specifying  (i)  the  date of any  such  Distribution  stating  the  amount  and
character of such Distribution,  (ii) the date on which any such  Reorganization
Event or Registration Event is expected to become effective, and (iii) the time,
if any,  that is to be fixed as to when the  holders of record of the  Company's
securities  shall  be  entitled  to  exchange  their  shares  of  the  Company's
securities for securities or other property deliverable upon such Reorganization
Event.  Such notice  shall be mailed at least thirty (30) days prior to the date
therein specified.



                                       5
<PAGE>


     7. Rights of  Shareholders.  No Holder shall be entitled to vote or receive
dividends or be deemed the holder of Common  Shares or any other  securities  of
the Company  which may at any time be issuable on the  exercise of this  Warrant
for any purpose, nor shall anything contained herein be construed to confer upon
the Holder,  as such,  any of the rights of a shareholder  of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
shareholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of  stock,  consolidation,   merger,  transfer  of  assets  or
otherwise)  or to  receive  notice  of  meetings,  or to  receive  dividends  or
subscription  rights or otherwise  until this Warrant shall have been  exercised
and  the  Common  Shares   issuable  upon  exercise  hereof  shall  have  become
deliverable, as provided herein.

     8. Replacement of Warrants. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of loss,  theft or  destruction,  on  delivery of an  indemnity
agreement  reasonably  satisfactory in form and amount to the Company or, in the
case of mutilation, on surrender and cancellation of Warrant, the Company at its
expense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant or
like tenor.

     9. Exchange of Warrant. Subject to the other provisions of this Warrant, on
surrender  of  Warrant  for  exchange,  properly  endorsed  and  subject  to the
provisions of this Warrant with respect to compliance with applicable securities
laws,  the Company at its expense shall issue to or on the order of the Holder a
new  warrant  or  warrants  of like  tenor,  in the name of the Holder or as the
Holder (on payment by the Holder of any applicable  transfer  taxes) may direct,
for the number of Common Shares issuable upon exercise thereof.

     10.  Notices.  All notices and other  communications  required or permitted
hereunder  shall be in  writing  and shall be  delivered  personally,  mailed by
certified or registered mail,  postage  prepaid,  return receipt  requested,  as
delivered  by  facsimile  (sent to  852-2877-6612  for the  Holder,  and sent to
852-2362-3034,  for the Company) or delivered by courier or overnight  delivery,
addressed (a) if to Holder,  at Suite 3322,  33rd Floor,  Two Pacific Place,  88
Queensway,  Hong  Kong or at  such  other  address  as such  Holder  shall  have
furnished  to the Company in writing,  (b) if to the  Company,  at Units  25-32,
2/F., Block B, Focal industrial  Centre,  21 Man Lok Street,  Hunghom,  Kowloon,
Hong Kong, or at such other  address as the Company shall have  furnished to the
Holder  in  writing.  Notices  that are  mailed  shall be deemed  received  upon
personal delivery or confirmation of facsimile receipt or, if earlier, three (3)
days after deposit in the mail.

     11.  Waiver.  This  Warrant  and any term  hereof may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  



                                       6
<PAGE>


     12.  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance with the laws of the State of Nevada,  without regard to its conflict
of law principles.

     13.  Attorneys'  Fees.  If  any  action  at  law  or in  equity  (including
arbitration)  is necessary to enforce or interpret the terms of this  Agreement,
the prevailing party shall be entitled to reasonable  attorneys' fees, costs and
necessary  disbursements in addition to any other relief to which such party may
be entitled as determined by such court, equity or arbitration proceeding.

Dated: May         , 1997
          ---------


                                          S.W. Lam, Inc.


                                          By:
                                             -----------------------------
                                             Sai Wing Lam, President


                                             -----------------------------
                                             Chan Yam Fai, Jane, Secretary

HOLDER:


-----------------------------
Phenomenal Limited

By:
   --------------------------
   Wong Kwong Chi, Director


Address:

Suite 3322, 33rd Floor,
Two Pacific Place,
88 Queensway,
Hong Kong.



                                       7
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:   S.W. Lam, Inc.:

     1. The undersigned Holder of the attached  original,  executed Common Stock
Purchase Warrant hereby elects to exercise its purchase right under such Warrant
with respect to Common Shares, as defined in the Warrant, of S.W. Lam, Inc..

     2. The  undersigned  Holder elects to pay the aggregate  Exercise Price for
such Common Shares (the "Exercise Shares") in the following manner:

     [  ] by the  enclosed  check drawn on a bank and for United  States funds
          made payable to the Company in the amount of $ ; or

     [  ] by wire  transfer  of  United  States  funds to the  account  of the
          Company in the amount of $ , which  transfer  has been made  before or
          simultaneously   with  the   delivery   of  Notice   pursuant  to  the
          instructions of the Company.

     [  ] noncash exercise in accordance with Section 4(b) of the Warrant.

     3.  Please  issue a stock  certificate  or  certificates  representing  the
appropriate  number of Common Shares in the name of the  undersigned  or in such
other names as is specified below;

                  Name:
                        -----------------------------
                  Address:                          
                        -----------------------------
                        -----------------------------

 
                                                     HOLDER:
 

                                                     ---------------------------
                                                     By:
                                                        ------------------------
                                                     Title:
                                                        ------------------------

Date:                                   
     --------------------

<PAGE>

                                    EXHIBIT B

                                EXERCISE SCHEDULE


100% of the Common Shares is exercisable as of the Date of Grant.