WARRANT AGREEMENT

      Agreement  made as of  _____________,  2005  between  Chardan  South China
Acquisition Corporation,  a Delaware corporation,  with offices at 625 Broadway,
Suite 1111, San Diego,  California  92101  ("Company"),  and  Continental  Stock
Transfer & Trust  Company,  a New York  corporation,  with offices at 17 Battery
Place, New York, New York 10004 ("Warrant Agent").

      WHEREAS,  the Company is engaged in a public offering ("Public  Offering")
of Units  ("Units")  and, in connection  therewith,  has determined to issue and
deliver  up to  (i)  11,500,000  Warrants  ("Public  Warrants")  to  the  public
investors,  and (ii) 500,000 Warrants to  EarlyBirdCapital,  Inc. ("EBC") or its
designees  ("Representative's  Warrants" and, together with the Public Warrants,
the "Warrants"), each of such Public Warrants evidencing the right of the holder
thereof to purchase one share of the Company's  common  stock,  par value $.0001
per share  ("Common  Stock"),  for $5.00,  subject to  adjustment  as  described
herein; and

      WHEREAS, the Company has filed with the Securities and Exchange Commission
a Registration Statement on Form S-1, No. 333-125018 ("Registration Statement"),
for the  registration,  under the Securities Act of 1933, as amended ("Act") of,
among other securities, the Warrants and the Common Stock issuable upon exercise
of the Warrants; and

      WHEREAS,  the Company  desires  the Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  registration,  transfer,  exchange,  redemption  and  exercise of the
Warrants; and

      WHEREAS, the Company desires to provide for the form and provisions of the
Warrants,  the terms upon which  they  shall be issued  and  exercised,  and the
respective  rights,  limitation of rights,  and  immunities of the Company,  the
Warrant Agent, and the holders of the Warrants; and

      WHEREAS,  all acts and  things  have  been  done and  performed  which are
necessary  to make the  Warrants,  when  executed  on behalf of the  Company and
countersigned  by or on behalf of the Warrant  Agent,  as provided  herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

      NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  herein
contained, the parties hereto agree as follows:


<PAGE>

1.  Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent
to act as agent for the Company for the  Warrants,  and the Warrant Agent hereby
accepts such  appointment  and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.

2. Warrants.

      2.1.  Form of Warrant.  Each Warrant  shall be issued in  registered  form
only, shall be in substantially the form of Exhibit A hereto,  the provisions of
which are  incorporated  herein  and shall be signed  by, or bear the  facsimile
signature of, the Chairman of the Board or President and Treasurer, Secretary or
Assistant  Secretary of the Company and shall bear a facsimile of the  Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant  shall have ceased to serve in the capacity in which such person  signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

      2.2. Effect of  Countersignature.  Unless and until  countersigned  by the
Warrant Agent pursuant to this  Agreement,  a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

      2.3. Registration.

            2.3.1.  Warrant  Register.  The Warrant Agent shall  maintain  books
("Warrant  Register"),  for  the  registration  of  original  issuance  and  the
registration  of transfer  of the  Warrants.  Upon the  initial  issuance of the
Warrants,  the Warrant  Agent shall issue and register the Warrants in the names
of the  respective  holders  thereof  in such  denominations  and  otherwise  in
accordance with instructions delivered to the Warrant Agent by the Company.

            2.3.2.  Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose  name such  Warrant  shall be  registered  upon the  Warrant
Register  ("registered  holder"),  as the absolute  owner of such Warrant and of
each Warrant represented thereby  (notwithstanding  any notation of ownership or
other writing on the Warrant  Certificate  made by anyone other than the Company
or the Warrant  Agent),  for the purpose of any  exercise  thereof,  and for all
other purposes,  and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


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<PAGE>

      2.4.  Detachability of Warrants.  The securities comprising the Units will
not be  separately  transferable  until 90 days after the date hereof unless EBC
informs the Company of its decision to allow earlier separate trading, but in no
event will EBC allow  separate  trading of the  securities  comprising the Units
until the Company files a Current  Report on Form 8-K which  includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the exercise
of the  Underwriter's  over-allotment  option, if the  over-allotment  option is
exercised prior to the filing of the Form 8-K.

      2.5 Warrants and Representative's  Warrants. The Representative's Warrants
shall have the same terms and be in the same form as the Public  Warrants except
with respect to the Warrant Price as set forth below in Section 3.1.

3. Terms and Exercise of Warrants

      3.1. Warrant Price. Each Public Warrant shall,  when  countersigned by the
Warrant Agent, entitle the registered holder thereof,  subject to the provisions
of such  Public  Warrant and of this  Warrant  Agreement,  to purchase  from the
Company the number of shares of Common  Stock  stated  therein,  at the price of
$5.00 per whole share,  subject to the adjustments  provided in Section 4 hereof
and in the last  sentence of this Section  3.1.  Each  Representative's  Warrant
shall,  when  countersigned by the Warrant Agent,  entitle the registered holder
thereof,  subject to the provisions of such Representative's Warrant and of this
Warrant  Agreement,  to purchase from the Company the number of shares of Common
Stock  stated  therein,  at the price of $___ per whole  share,  subject  to the
adjustments  provided in Section 4 hereof.  The term "Warrant  Price" as used in
this Warrant  Agreement  refers to the price per share at which Common Stock may
be  purchased  at the time a  Warrant  is  exercised.  The  Company  in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date.

      3.2.  Duration of  Warrants.  A Warrant may be  exercised  only during the
period  ("Exercise  Period")  commencing on the later of (i) the consummation by
the Company of a merger,  capital stock  exchange,  asset  acquisition  or other
similar business combination  ("Business  Combination") (as described more fully
in  the  Company's  Registration  Statement)  and  (ii)  __________,  2006,  and
terminating  at 5:00  p.m.,  New York City time on the  earlier  to occur of (i)
___________,  2009 or (ii) the date  fixed for  redemption  of the  Warrants  as
provided in Section 6 of this Agreement ("Expiration Date"). Except with respect
to the  right to  receive  the  Redemption  Price  (as set  forth in  Section  6
hereunder),  each Warrant not exercised on or before the  Expiration  Date shall
become void, and all rights  thereunder and all rights in respect  thereof under
this Agreement shall cease at the close of business on the Expiration  Date. The
Company in its sole  discretion  may  extend the  duration  of the  Warrants  by
delaying the Expiration Date.


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<PAGE>

      3.3. Exercise of Warrants.

            3.3.1.  Payment.  Subject to the  provisions of the Warrant and this
Warrant  Agreement,  a Warrant,  when countersigned by the Warrant Agent, may be
exercised by the registered  holder thereof by surrendering it, at the office of
the Warrant Agent,  or at the office of its successor as Warrant  Agent,  in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company (or as  otherwise  agreed to by the  Company),  the
Warrant  Price for each full  share of Common  Stock as to which the  Warrant is
exercised and any and all applicable  taxes due in connection  with the exercise
of the  Warrant,  the  exchange  of the Warrant  for the Common  Stock,  and the
issuance of the Common Stock.

            3.3.2.  Issuance of Certificates.  As soon as practicable  after the
exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price,  the  Company  shall  issue to the  registered  holder of such  Warrant a
certificate  or  certificates  for the number of full shares of Common  Stock to
which he is  entitled,  registered  in such name or names as may be  directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new
countersigned  Warrant for the number of shares as to which such  Warrant  shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless
a  registration  statement  under the Act with  respect to the  Common  Stock is
effective.  Warrants  may not be  exercised  by, or  securities  issued  to, any
registered holder in any state in which such exercise would be unlawful.

            3.3.3.  Valid  Issuance.  All shares of Common Stock issued upon the
proper  exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.

            3.3.4.  Date of  Issuance.  Each  person  in  whose  name  any  such
certificate  for  shares of Common  Stock is issued  shall for all  purposes  be
deemed to have  become the holder of record of such  shares on the date on which
the  Warrant  was  surrendered  and  payment  of the  Warrant  Price  was  made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.


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<PAGE>

            3.3.5. Intentionally Omitted.

4. Adjustments.

      4.1. Stock Dividends - Split-Ups. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding  shares of Common
Stock is increased by a stock dividend  payable in shares of Common Stock, or by
a split-up of shares of Common  Stock,  or other  similar  event,  then,  on the
effective date of such stock dividend,  split-up or similar event, the number of
shares of Common Stock  issuable on exercise of each Warrant  shall be increased
in proportion to such increase in outstanding shares of Common Stock.

      4.2.  Aggregation of Shares. If after the date hereof,  and subject to the
provisions of Section 4.6, the number of  outstanding  shares of Common Stock is
decreased   by  a   consolidation,   combination,   reverse   stock   split   or
reclassification  of shares of Common Stock or other similar event, then, on the
effective  date  of  such  consolidation,   combination,  reverse  stock  split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

      4.3 Adjustments in Exercise Price. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted,  as provided in
Section 4.1 and 4.2 above,  the Warrant  Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price  immediately prior to such adjustment by
a fraction  (x) the  numerator  of which shall be the number of shares of Common
Stock  purchasable upon the exercise of the Warrants  immediately  prior to such
adjustment,  and (y) the  denominator  of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

      4.4.  Replacement of Securities upon  Reorganization,  etc. In case of any
reclassification  or  reorganization  of the outstanding  shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common  Stock),  or in the case of any merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
that  does  not  result  in  any   reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved,  the Warrant  holders shall  thereafter have the right to purchase
and receive,  upon the basis and upon the terms and conditions  specified in the
Warrants  and in lieu of the shares of Common  Stock of the Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  thereby, the kind and amount of shares of stock or other securities
or   property   (including   cash)   receivable   upon  such   reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or  transfer,  that the  Warrant  holder  would have  received if such
Warrant  holder had exercised his, her or its  Warrant(s)  immediately  prior to
such event;  and if any  reclassification  also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such  adjustment  shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The  provisions of this
Section   4.4   shall   similarly   apply   to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


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<PAGE>

      4.5.  Notices of Changes in Warrant.  Upon every adjustment of the Warrant
Price or the number of shares  issuable upon exercise of a Warrant,  the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price  resulting from such  adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant,  setting forth in reasonable  detail the method of calculation  and the
facts upon which such  calculation  is based.  Upon the  occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company
shall give written notice to each Warrant holder,  at the last address set forth
for such holder in the  warrant  register,  of the record date or the  effective
date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

      4.6. No Fractional Shares. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant  would be  entitled,  upon the  exercise of
such Warrant,  to receive a fractional  interest in a share,  the Company shall,
upon such  exercise,  round up to the  nearest  whole  number  the number of the
shares of Common Stock to be issued to the Warrant holder.

      4.7. Form of Warrant.  The form of Warrant need not be changed  because of
any  adjustment  pursuant  to this  Section 4, and  Warrants  issued  after such
adjustment  may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company  may at any time in its sole  discretion  make any change in the form of
Warrant  that the  Company  may deem  appropriate  and that does not  affect the
substance thereof,  and any Warrant thereafter issued or countersigned,  whether
in exchange or substitution for an outstanding  Warrant or otherwise,  may be in
the form as so changed.


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<PAGE>

5. Transfer and Exchange of Warrants.

      5.1.  Registration  of  Transfer.  The Warrant  Agent shall  register  the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

      5.2.  Procedure for Surrender of Warrants.  Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and
thereupon  the Warrant  Agent shall issue in exchange  therefor  one or more new
Warrants as requested by the registered  holder of the Warrants so  surrendered,
representing an equal aggregate number of Warrants;  provided,  however, that in
the event that a Warrant  surrendered  for transfer bears a restrictive  legend,
the  Warrant  Agent  shall not cancel  such  Warrant  and issue new  Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company  stating that such transfer may be made and  indicating  whether the
new Warrants must also bear a restrictive legend.

      5.3.  Fractional  Warrants.  The  Warrant  Agent  shall not be required to
effect any  registration  of  transfer  or  exchange  which  will  result in the
issuance of a warrant certificate for a fraction of a warrant.

      5.4. Service Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

      5.5. Warrant Execution and  Countersignature.  The Warrant Agent is hereby
authorized to countersign  and to deliver,  in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company,  whenever required by the Warrant Agent, will supply
the Warrant  Agent with Warrants duly executed on behalf of the Company for such
purpose.


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<PAGE>

6. Redemption.

      6.1.  Redemption.  Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed,  at the option of the Company, at any time
after they become  exercisable and prior to their  expiration,  at the office of
the Warrant Agent,  upon the notice referred to in Section 6.2., at the price of
$.01 per Warrant ("Redemption Price"), provided that the last sales price of the
Common  Stock has been at least  $8.50  per  share  (subject  to  adjustment  in
accordance  with  Section 4 hereof),  on each of twenty (20) trading days within
any thirty (30)-trading day period ending on the third business day prior to the
date on which notice of redemption is given.  The provisions of this Section 6.1
may not be modified,  amended or deleted  without the prior  written  consent of
EBC.

      6.2. Date Fixed for, and Notice of,  Redemption.  In the event the Company
shall elect to redeem all of the Warrants,  the Company shall fix a date for the
redemption.  Notice of redemption  shall be mailed by first class mail,  postage
prepaid,  by the  Company  not less  than 30 days  prior to the date  fixed  for
redemption  to the  registered  holders of the  Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given whether or not the registered holder received such notice.

      6.3.  Exercise After Notice of Redemption.  The Warrants may be exercised,
for cash at any time  after  notice of  redemption  shall have been given by the
Company pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption.  On and after the redemption date, the record holder of the Warrants
shall have no further rights except to receive,  upon surrender of the Warrants,
the Redemption Price.

      6.4 Exclusion of Certain Warrants.

            6.4.1 The Company  understands  that the redemption  rights provided
for by this Section 6 apply only to outstanding Warrants. To the extent a person
holds  rights  to  purchase   Warrants,   such  purchase  rights  shall  not  be
extinguished  by redemption.  However,  once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise  provided that the
criteria for  redemption  is met. The  provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of EBC.

            6.4.2 Any of the up to 1,000,000 Warrants purchased by the Company's
directors and several individuals  affiliated with companies they are associated
with at prices not to exceed  $0.75 per  Warrant  within the forty  trading  day
period following separate trading of the Warrants shall not be redeemable by the
Company as long as such  Warrants  continue  to be held by such  individuals  or
their affiliates.  However,  once such individuals or their affiliates  transfer
such Warrants, such Warrants shall then be redeemable by the Company pursuant to
Section 6 hereof.


                                       8
<PAGE>

7. Other Provisions Relating to Rights of Holders of Warrants.

      7.1. No Rights as  Stockholder.  A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company,  including,
without  limitation,  the right to receive  dividends,  or other  distributions,
exercise  any  preemptive  rights to vote or to consent or to receive  notice as
stockholders  in respect of the  meetings  of  stockholders  or the  election of
directors of the Company or any other matter.

      7.2. Lost, Stolen,  Mutilated,  or Destroyed  Warrants.  If any Warrant is
lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their  discretion  impose
(which  shall,  in the  case  of a  mutilated  Warrant,  include  the  surrender
thereof),  issue a new  Warrant  of like  denomination,  tenor,  and date as the
Warrant so lost,  stolen,  mutilated,  or destroyed.  Any such new Warrant shall
constitute a substitute  contractual  obligation of the Company,  whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

      7.3.  Reservation of Common Stock.  The Company shall at all times reserve
and keep  available a number of its  authorized  but  unissued  shares of Common
Stock that will be sufficient to permit the exercise in full of all  outstanding
Warrants issued pursuant to this Agreement.

      7.4.  Registration  of Common Stock.  The Company agrees that prior to the
commencement  of the  Exercise  Period,  it shall file with the  Securities  and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration  statement,  for the registration,  under the Act, of, and it
shall take such action as is necessary  to qualify for sale,  in those states in
which the  Warrants  were  initially  offered by the  Company,  the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its
best  efforts  to  cause  the  same to  become  effective  and to  maintain  the
effectiveness  of  such  registration  statement  until  the  expiration  of the
Warrants in accordance with the provisions of this Agreement.  The provisions of
this  Section  7.4 may not be  modified,  amended or deleted  without  the prior
written consent of EBC.


                                       9
<PAGE>

8. Concerning the Warrant Agent and Other Matters.

      8.1. Payment of Taxes. The Company will from time to time promptly pay all
taxes and charges that may be imposed  upon the Company or the Warrant  Agent in
respect of the  issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

      8.2. Resignation, Consolidation, or Merger of Warrant Agent.

            8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities  hereunder after giving sixty (60) days'
notice in writing to the  Company.  If the office of the Warrant  Agent  becomes
vacant by  resignation  or  incapacity  to act or  otherwise,  the Company shall
appoint in writing a successor  Warrant Agent in place of the Warrant Agent.  If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall,  with such notice,  submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment  of a successor  Warrant Agent at the Company's  cost. Any successor
Warrant  Agent,  whether  appointed by the Company or by such court,  shall be a
corporation  organized and existing  under the laws of the State of New York, in
good standing and having its principal office in the Borough of Manhattan,  City
and State of New York,  and  authorized  under such laws to  exercise  corporate
trust  powers and  subject to  supervision  or  examination  by federal or state
authority.  After appointment,  any successor Warrant Agent shall be vested with
all the authority,  powers, rights,  immunities,  duties, and obligations of its
predecessor  Warrant  Agent with like effect as if  originally  named as Warrant
Agent  hereunder,  without  any  further  act or deed;  but if for any reason it
becomes  necessary or appropriate,  the predecessor  Warrant Agent shall execute
and deliver, at the expense of the Company,  an instrument  transferring to such
successor  Warrant  Agent  all  the  authority,   powers,  and  rights  of  such
predecessor  Warrant Agent hereunder;  and upon request of any successor Warrant
Agent the Company  shall  make,  execute,  acknowledge,  and deliver any and all
instruments in writing for more fully and effectually  vesting in and confirming
to such successor Warrant Agent all such authority,  powers, rights, immunities,
duties, and obligations.

            8.2.2.  Notice of Successor  Warrant Agent. In the event a successor
Warrant Agent shall be appointed,  the Company shall give notice  thereof to the
predecessor  Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.


                                       10
<PAGE>

            8.2.3.  Merger or  Consolidation  of Warrant Agent.  Any corporation
into which the Warrant Agent may be merged or with which it may be  consolidated
or any  corporation  resulting  from any  merger or  consolidation  to which the
Warrant Agent shall be a party shall be the  successor  Warrant Agent under this
Agreement without any further act.

      8.3. Fees and Expenses of Warrant Agent.

            8.3.1.  Remuneration.  The Company  agrees to pay the Warrant  Agent
reasonable  remuneration  for its services as such Warrant  Agent  hereunder and
will  reimburse  the  Warrant  Agent upon demand for all  expenditures  that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

            8.3.2. Further Assurances.  The Company agrees to perform,  execute,
acknowledge, and deliver or cause to be performed,  executed,  acknowledged, and
delivered all such further and other acts,  instruments,  and  assurances as may
reasonably  be required by the Warrant  Agent for the carrying out or performing
of the provisions of this Agreement.

      8.4. Liability of Warrant Agent.

            8.4.1. Reliance on Company Statement. Whenever in the performance of
its  duties  under this  Warrant  Agreement,  the  Warrant  Agent  shall deem it
necessary or desirable  that any fact or matter be proved or  established by the
Company prior to taking or suffering any action  hereunder,  such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the
President  or Chairman of the Board of the Company and  delivered to the Warrant
Agent.  The Warrant  Agent may rely upon such  statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

            8.4.2.  Indemnity.  The Warrant Agent shall be liable hereunder only
for its own negligence,  willful  misconduct or bad faith. The Company agrees to
indemnify  the  Warrant  Agent  and  save  it  harmless   against  any  and  all
liabilities,  including  judgments,  costs  and  reasonable  counsel  fees,  for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.


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<PAGE>

            8.4.3.  Exclusions.  The Warrant Agent shall have no  responsibility
with respect to the  validity of this  Agreement or with respect to the validity
or execution of any Warrant (except its countersignature  thereof); nor shall it
be  responsible  for any breach by the  Company  of any  covenant  or  condition
contained in this  Agreement or in any Warrant;  nor shall it be  responsible to
make any  adjustments  required  under  the  provisions  of  Section 4 hereof or
responsible  for the manner,  method,  or amount of any such  adjustment  or the
ascertaining  of the existence of facts that would require any such  adjustment;
nor  shall it by any act  hereunder  be  deemed  to make any  representation  or
warranty as to the authorization or reservation of any shares of Common Stock to
be issued  pursuant to this Agreement or any Warrant or as to whether any shares
of Common Stock will when issued be valid and fully paid and nonassessable.

      8.5.  Acceptance of Agency.  The Warrant  Agent hereby  accepts the agency
established  by this Agreement and agrees to perform the same upon the terms and
conditions  herein set forth and among other things,  shall account  promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.

9. Miscellaneous Provisions.

      9.1. Successors.  All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant  Agent shall bind and inure to the
benefit of their respective successors and assigns.

      9.2. Notices.  Any notice,  statement or demand authorized by this Warrant
Agreement  to be given or made by the  Warrant  Agent  or by the  holder  of any
Warrant to or on the Company shall be sufficiently given when so delivered if by
hand or  overnight  delivery  or if sent by  certified  mail or private  courier
service  within  five  days  after  deposit  of such  notice,  postage  prepaid,
addressed  (until  another  address is filed in writing by the Company  with the
Warrant Agent), as follows:

                           Chardan South China Acquisition Corporation
                           625 Broadway
                           Suite 1111
                           San Diego, California 92101
                           Attn:    Chairman

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant  Agent shall
be sufficiently  given when so delivered if by hand or overnight  delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice,  postage  prepaid,  addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


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<PAGE>

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn:    Compliance Department

with a copy in each case to:

                           Blank Rome LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attn:    Robert J. Mittman, Esq.

and

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attn:    David Alan Miller, Esq.

and

                           EarlyBirdCapital, Inc.
                           275 Madison Avenue, Suite 1203
                           New York, New York 10016
                           Attn:    Steven Levine

      9.3. Applicable law. The validity, interpretation, and performance of this
Agreement  and of the Warrants  shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.
The  Company  hereby  agrees  that any action,  proceeding  or claim  against it
arising  out of or relating  in any way to this  Agreement  shall be brought and
enforced  in the courts of the State of New York or the United  States  District
Court for the Southern  District of New York,  and  irrevocably  submits to such
jurisdiction,  which jurisdiction shall be exclusive.  The Company hereby waives
any objection to such exclusive  jurisdiction  and that such courts represent an
inconvenience  forum.  Any such process or summons to be served upon the Company
may be served by  transmitting  a copy thereof by registered or certified  mail,
return receipt  requested,  postage prepaid,  addressed to it at the address set
forth in Section 9.2 hereof.  Such mailing shall be deemed personal  service and
shall be legal and binding upon the Company in any action, proceeding or claim.


                                       13
<PAGE>

      9.4. Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the  provisions  hereof is
intended,  or shall be  construed,  to confer  upon,  or give to,  any person or
corporation  other than the  parties  hereto and the  registered  holders of the
Warrants and, for the purposes of Sections  6.1,  6.4, 7.4 and 9.2 hereof,  EBC,
any right,  remedy,  or claim under or by reason of this Warrant Agreement or of
any covenant, condition, stipulation, promise, or agreement hereof. EBC shall be
deemed  to be a  third-party  beneficiary  of this  Agreement  with  respect  to
Sections 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions,  stipulations,
promises,  and agreements  contained in this Warrant  Agreement shall be for the
sole and  exclusive  benefit of the parties  hereto (and EBC with respect to the
Sections 6.1, 6.4, 7.4 and 9.2 hereof) and their  successors  and assigns and of
the registered holders of the Warrants.

      9.5. Examination of the Warrant Agreement.  A copy of this Agreement shall
be available at all  reasonable  times at the office of the Warrant Agent in the
Borough  of  Manhattan,  City  and  State of New  York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

      9.6.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

      9.7. Effect of Headings.  The Section  headings herein are for convenience
only and are not  part of this  Warrant  Agreement  and  shall  not  affect  the
interpretation thereof.


                                       14
<PAGE>

      IN WITNESS  WHEREOF,  this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


Attest:                             CHARDAN SOUTH  CHINA ACQUISITION CORPORATION


                                    By:      ___________________________
------------------------                     Name:  Jiangnan Huang
                                             Title: Chairman


Attest:                             CONTINENTAL STOCK TRANSFER
                                    & TRUST COMPANY


                                    By:      ___________________________
-----------------------                      Name:  Steven Nelson
                                             Title: Chairman


                                       15