Exhibit 10.50

NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.



                             CHINA BAK BATTERY, INC.


                                     WARRANT


Warrant No. W-001                        Original Issue Date: September 16, 2005

         China BAK Battery,  Inc., a Nevada corporation (the "Company"),  hereby
certifies that, for value received, Roth Capital Partners, LLC or its registered
assigns (the  "Holder"),  is entitled to purchase from the Company up to a total
of 505,591  shares of Common Stock (each such share,  a "Warrant  Share" and all
such  shares,  the  "Warrant  Shares"),  at any time  and from  time to time and
through and including September 16, 2008 (the "Expiration Date"), and subject to
the following terms and conditions:

         1. Definitions. As used in this Warrant, the following terms shall have
the respective  definitions set forth in this Section 1. Capitalized  terms that
are used and not  defined  in this  Warrant  that are  defined  in the  Purchase
Agreement (as defined below) shall have the respective  definitions set forth in
the Purchase Agreement.

         "Business Day" means any day except  Saturday,  Sunday and any day that
is a federal  legal  holiday  in the  United  States  or a day on which  banking
institutions  in the States of New York or Nevada are  authorized or required by
law or other government action to close.

         "Common Stock" means the common stock of the Company,  $0.001 par value
per share,  and any  securities  into which such common  stock may  hereafter be
reclassified.

         "Exercise Price" means $7.92, subject to adjustment in accordance with
Section 9.



<PAGE>

         "Fundamental  Transaction" means any of the following:  (1) the Company
effects any merger or  consolidation of the Company with or into another Person,
(2) the Company  effects any sale of all or  substantially  all of its assets in
one or a series of related transactions,  (3) any tender offer or exchange offer
(whether  by the  Company or  another  Person) is  completed  pursuant  to which
holders of Common  Stock are  permitted  to tender or exchange  their shares for
other   securities,   cash  or  property,   or  (4)  the  Company   effects  any
reclassification  of the Common Stock or any compulsory share exchange  pursuant
to which the Common Stock is  effectively  converted into or exchanged for other
securities, cash or property.

         "Original  Issue Date" means the Original Issue Date first set forth on
the first page of this Warrant.

         "New York  Courts"  means the state and federal  courts  sitting in the
City of New York, Borough of Manhattan.

         "Purchase  Agreement" means the Securities  Purchase  Agreement,  dated
September 14, 2005, to which the Company and the original Holder are parties.

         "Trading  Day" means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board),  or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin  Board), a day on
which the Common Stock is traded in the over-the-counter  market, as reported by
the OTC  Bulletin  Board,  or (iii) if the  Common  Stock is not  quoted  on any
Trading   Market,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter  market as  reported  by the Pink  Sheets,  LLC (or any similar
organization  or  agency  succeeding  to its  functions  of  reporting  prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

         2.  Registration  of Warrant.  The Company shall  register this Warrant
upon records to be  maintained  by the Company for that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3.  Registration of Transfers.  The Company shall register the transfer
of any portion of this Warrant in the Warrant  Register,  upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address  specified  herein.  Upon any such registration or
transfer,  a new Warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new Warrant, a "New Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee  thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrants. This Warrant shall be exercisable
by the registered Holder at any time and from time to time through and including
the Expiration  Date. At 6:30 p.m. (New York City time) on the Expiration  Date,



                                       2
<PAGE>

the portion of this Warrant not exercised prior thereto shall be and become void
and of no value.  The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.

         5. Delivery of Warrant Shares.

         (a) To effect exercises hereunder,  the Holder shall not be required to
physically   surrender  this  Warrant   unless  the  aggregate   Warrant  Shares
represented  by this Warrant is being  exercised.  Upon delivery of the Exercise
Notice (in the form attached  hereto) to the Company (with the attached  Warrant
Shares Exercise Log) at its address for notice set forth herein and upon payment
of the Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, the Company shall promptly (but in no event later
than three  Trading Days after the Date of Exercise (as defined  herein))  issue
and deliver to the Holder,  a certificate  for the Warrant Shares  issuable upon
such exercise, which, unless otherwise required by the Purchase Agreement, shall
be free of restrictive  legends.  The Company shall,  upon request of the Holder
and subsequent to the date on which a registration statement covering the resale
of the Warrant Shares has been declared effective by the Securities and Exchange
Commission,  use its reasonable best efforts to deliver Warrant Shares hereunder
electronically  through the Depository Trust Corporation or another  established
clearing corporation performing similar functions, if available, provided, that,
the Company may,  but will not be required to change its  transfer  agent if its
current transfer agent cannot deliver Warrant Shares electronically  through the
Depository Trust  Corporation.  A "Date of Exercise" means the date on which the
Holder shall have  delivered to the Company:  (i) the Exercise  Notice (with the
Warrant  Exercise Log attached to it),  appropriately  completed and duly signed
and (ii) if such Holder is not utilizing the cashless  exercise  provisions  set
forth in this Warrant,  payment of the Exercise  Price for the number of Warrant
Shares so indicated by the Holder to be purchased.

         (b) If by the third  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  then the Holder will have the right to rescind  such
exercise.

         (c) If by the third  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  and if after such third Trading Day and prior to the
receipt  of such  Warrant  Shares,  the  Holder  purchases  (in an  open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated  receiving
upon such exercise (a  "Buy-In"),  then the Company shall (i) pay in cash to the
Holder the amount by which (A) the  Holder's  total  purchase  price  (including
brokerage  commissions,  if any) for the  shares  of Common  Stock so  purchased
exceeds (B) the amount  obtained by multiplying (1) the number of Warrant Shares
that the Company was  required to deliver to the Holder in  connection  with the
exercise at issue by (2) the  closing bid price of the Common  Stock on the Date
of Exercise and (ii) at the option of the Holder,  either  reinstate the portion
of the Warrant and  equivalent  number of Warrant Shares for which such exercise
was not  honored or  deliver to the Holder the number of shares of Common  Stock
that would have been issued had the Company  timely  complied  with its exercise
and delivery obligations hereunder. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In.



                                       3
<PAGE>

         (d) The Company's  obligations  to issue and deliver  Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. 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  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

         6. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax,  withholding tax,  transfer agent fee or other incidental
tax or expense in respect of the  issuance  of such  certificates,  all of which
taxes and expenses  shall be paid by the Company;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or  Warrants  in a name  other  than that of the  Holder.  The  Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         7. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity  (which shall not include a surety  bond),  if  requested.
Applicants  for a New Warrant  under such  circumstances  shall also comply with
such other  reasonable  regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation  of this  Warrant,  then the Holder shall  deliver such
mutilated  Warrant to the  Company as a  condition  precedent  to the  Company's
obligation to issue the New Warrant.

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



                                       4
<PAGE>

         9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9.

         (a) Stock Dividends and Splits. If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on its  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or
combination.

         (b)  Fundamental  Transactions.  If, at any time while this  Warrant is
outstanding there is a Fundamental  Transaction,  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such  Fundamental  Transaction,  the  holder of the  number of  Warrant
Shares then  issuable  upon  exercise in full of this  Warrant  (the  "Alternate
Consideration").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental  Transaction shall, either (i) issue to the
Holder a new warrant  substantially  in the form of this Warrant and  consistent
with the foregoing  provisions and evidencing the Holder's right to purchase the
Alternate  Consideration for the aggregate Exercise Price upon exercise thereof,
or (ii)  purchase the Warrant from the Holder for a purchase  price,  payable in
cash within five Trading Days after such request (or, if later, on the effective
date of the  Fundamental  Transaction),  equal to the Black Scholes value of the
remaining  unexercised portion of this Warrant on the date of such request.  The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this paragraph (b) and insuring that the Warrant (or any
such  replacement  security)  will be  similarly  adjusted  upon any  subsequent
transaction analogous to a Fundamental Transaction.

         (c) Number of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant to this Section 9, the number of Warrant Shares that may
be  purchased  upon  exercise of this  Warrant  shall be  increased or decreased



                                       5
<PAGE>

proportionately,  so that after such  adjustment  the aggregate  Exercise  Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.

         (d) Calculations.  All calculations  under this Section 9 shall be made
to the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company,  and the  disposition of any
such shares shall be considered an issue or sale of Common Stock.

         (e)  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment
pursuant to this  Section 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

         (f) Notice of Corporate  Events. If the Company (i) declares a dividend
or any other  distribution  of cash,  securities or other property in respect of
its  Common  Stock,  including  without  limitation  any  granting  of rights or
warrants to subscribe  for or purchase  any capital  stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material  terms and conditions of such  transaction  (but only to the extent
such disclosure would not result in the  dissemination  of material,  non-public
information  to the  Holder) at least 10 calendar  days prior to the  applicable
record or  effective  date on which a Person  would need to hold Common Stock in
order to  participate  in or vote  with  respect  to such  transaction,  and the
Company  will take all steps  reasonably  necessary  in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the  validity of the  corporate  action  required to be described in such
notice.

         10. Payment of Exercise Price. The Holder may pay the Exercise Price in
one of the following manners:

         (a) Cash Exercise.  The Holder may deliver immediately available funds;
or

         (b)  Cashless  Exercise.  If an Exercise  Notice is delivered at a time
when a registration statement permitting the Holder to resell the Warrant Shares
is not then  effective  or the  prospectus  forming a part  thereof  is not then
available  to the Holder for the resale of the Warrant  Shares,  then the Holder
may notify the Company in an Exercise Notice of its election to utilize cashless
exercise,  in which  event the  Company  shall issue to the Holder the number of
Warrant Shares determined as follows:



                                       6
<PAGE>

                  X = Y [(A-B)/A]

         where:

                  X = the number of Warrant Shares to be issued to the Holder.

                  Y = the number of Warrant  Shares  with  respect to which this
                  Warrant is being exercised.

                  A = the  average of the  closing  prices for the five  Trading
                  Days  immediately  prior to (but not  including)  the Exercise
                  Date.

                  B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the holding period for the Warrant Shares shall be deemed to have commenced,  on
the date this Warrant was originally issued.

         11. Limitations on Exercise.  Notwithstanding  anything to the contrary
contained  herein,  the number of Warrant  Shares  that may be  acquired  by the
Holder upon any exercise of this Warrant (or otherwise in respect  hereof) shall
be limited to the extent  necessary to insure that,  following such exercise (or
other  issuance),  the total number of shares of Common Stock then  beneficially
owned by such Holder and its Affiliates  and any other Persons whose  beneficial
ownership of Common Stock would be aggregated  with the Holder's for purposes of
Section  13(d) of the Exchange  Act, does not exceed 9.9% of the total number of
issued and  outstanding  shares of Common Stock  (including for such purpose the
shares  of  Common  Stock  issuable  upon  such  exercise).  For such  purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange  Act  and  the  rules  and  regulations  promulgated  thereunder.  This
provision shall not restrict the number of shares of Common Stock which a Holder
may receive or  beneficially  own in order to determine the amount of securities
or  other  consideration  that  such  Holder  may  receive  in  the  event  of a
Fundamental  Transaction  as  contemplated  in Section 9 of this  Warrant.  This
restriction  may not be waived and  notwithstanding  anything to the contrary in
any Transaction Document, may not be amended by agreement of the parties.

         12. No Fractional  Shares.  No fractional shares of Warrant Shares will
be  issued in  connection  with any  exercise  of this  Warrant.  In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such  fraction  multiplied  by the closing  price of one
Warrant  Share as  reported  by the  applicable  Trading  Market  on the date of
exercise.

         13. Notices.  Any and all notices or other communications or deliveries
hereunder  (including,  without  limitation,  any Exercise  Notice)  shall be in
writing and shall be deemed given and  effective on the earliest of (i) the date
of  transmission,  if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading



                                       7
<PAGE>

Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications  shall be: (i) if to
the Company, to China BAK Battery,  Inc., BAK Industrial Park, No. 1 BAK Street,
Kuichong Town, Longgang District, Shenzhen, People's Republic Of China, Attn: Li
Xiangqian, Chief Executive Officer, or to Facsimile No.: 011 86 755 89 77 00 04,
in either case,  to the attention of the President of the Company (or such other
address  as the  Company  shall  indicate  in writing  in  accordance  with this
Section), or (ii) if to the Holder, to the address or facsimile number appearing
on the Warrant  Register or such other address or facsimile number as the Holder
may provide to the Company in accordance with this Section.

         14. Warrant Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 10 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. Miscellaneous.

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

         (b) All questions  concerning the construction,  validity,  enforcement
and  interpretation  of this  Warrant  shall be  governed by and  construed  and
enforced in  accordance  with the internal laws of the State of New York (except
for matters governed by corporate law in the State of Delaware),  without regard
to the principles of conflicts of law thereof.  Each party agrees that all legal
proceedings  concerning  the  interpretations,  enforcement  and defense of this
Warrant  and  the  transactions  herein  contemplated  ("Proceedings")  (whether
brought  against  a party  hereto or its  respective  Affiliates,  employees  or
agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive  jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being  served in any such  Proceeding  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this  Warrant and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way



                                       8
<PAGE>

any right to serve  process in any manner  permitted  by law.  Each party hereto
hereby  irrevocably  waives,  to the fullest extent permitted by applicable law,
any and all right to trial by jury in any  legal  proceeding  arising  out of or
relating to this  Warrant or the  transactions  contemplated  hereby.  If either
party shall  commence a Proceeding  to enforce any  provisions  of this Warrant,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

         (c) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

         (d) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

         (e) Prior to exercise of this Warrant,  the Holder hereof shall not, by
reason of being a Holder,  be  entitled  to any  rights  of a  stockholder  with
respect to the Warrant Shares.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]















                                       9
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                               CHINA BAK BATTERY, INC.



                                               By: /s/ Xiangqian Li
                                                  ------------------------------
                                                  Name:  Xiangqian Li
                                                  Title: Chief Executive Officer



















                                       10
<PAGE>

                                 EXERCISE NOTICE
                             CHINA BAK BATTERY, INC.
                        WARRANT DATED SEPTEMBER 16, 2005




The  undersigned  Holder  hereby  irrevocably  elects to purchase  _____________
shares of Common Stock  pursuant to the above  referenced  Warrant.  Capitalized
terms used herein and not  otherwise  defined have the  respective  meanings set
forth in the Warrant.

(1) The undersigned  Holder hereby  exercises its right to purchase  ___________
Warrant Shares pursuant to the Warrant.

(2) The Holder  intends  that  payment of the  Exercise  Price  shall be made as
(check one):

                  ____"Cash Exercise" under Section 10

                  ____"Cashless Exercise" under Section 10

(3) If the holder has elected a Cash  Exercise,  the holder shall pay the sum of
$____________ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this  Exercise  Notice,  the Company shall deliver to the holder
_______________ Warrant Shares in accordance with the terms of the Warrant.

(5) By its delivery of this Exercise  Notice,  the  undersigned  represents  and
warrants to the Company that in giving effect to the exercise  evidenced  hereby
the Holder will not beneficially own in excess of the number of shares of Common
Stock  (determined in accordance  with Section 13(d) of the Securities  Exchange
Act of 1934)  permitted  to be owned under  Section 11 of this  Warrant to which
this notice relates.



Dated:________________,____         Name of Holder:


                                    (Print)_____________________________________

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)










                                       11
<PAGE>

                           Warrant Shares Exercise Log



------------ --------------------------- ------------------- -------------------
Date           Number of Warrant Shares   Number of Warrant   Number of Warrant
              Available to be Exercised    Shares Exercised  Shares Remaining to
                                                                 be Exercised
------------ --------------------------- ------------------- -------------------














------------ --------------------------- ------------------- -------------------



                                       12
<PAGE>

                             CHINA BAK BATTERY, INC.
                  WARRANT ORIGINALLY ISSUED SEPTEMBER 16, 2005
                                   WARRANT NO.


                               FORM OF ASSIGNMENT


         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________ the right represented by the above-captioned Warrant to
purchase  ____________  shares of Common Stock to which such Warrant relates and
appoints  _____________  attorney  to  transfer  said  right on the books of the
Company with full power of substitution in the premises.

Dated:   _______________, ____


                                    ____________________________________________
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)


                                    ____________________________________________
                                                     Address of Transferee


                                    ____________________________________________

                                    ____________________________________________


In the presence of:


______________________________







                                       13