Exhibit
4.5

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES
LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933 ACT.

    


    IN
ADDITION, A NOTE PURCHASE AGREEMENT DATED AS OF FEBRUARY 12, 2010 (THE “PURCHASE
AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES
WITH RESPECT TO THIS WARRANT.  CAPITALIZED TERMS HEREIN NOT OTHERWISE
DEFINED SHALL HAVE THE MEANINGS ASCRIBED OT THEM IN THE PURCHASE
AGREEMENT.

    


    
      
        

      

    

    


    CHINA
FOR-GEN CORP.

    


    COMMON
STOCK PURCHASE WARRANT “B”

    


    
      	
              Number
      of Shares:

            	 
      	 
      	 
      	
              Holder:

            
	 
      	 
      	 
      	 
      	 
      
	
              Original
      Issue Date:

            	 
      	
              February
      12, 2010

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Expiration
      Date:

            	 
      	
              February
      12, 2015

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Exercise
      Price per Share:

            	
                

            	
              $1.70

            	
                

            	 
      


    

    


    China
For-Gen Corp, a company organized and existing under the laws of the State of
Delaware (the “Company”),
hereby certifies that, for value received, [Holder], or its registered
assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company up to [   ] shares (as adjusted from time to
time as provided in Section 7, the “Warrant
Shares”) of common stock, $.001 par value (the “Common
Stock”), of the Company at a price of One Dollar and Seventy Cents ($1.70) per Warrant
Share (as adjusted from time to time as provided in Section 7, the “Exercise
Price”), at any time and from time to time from and after the date of the
reverse merger with a public entity whereby the Company is the surviving
entity  through and including 5:00 p.m. New York City time on February
12, 2015 (or eighteen months post effectiveness of a Registration Statement
subsequent to the issuance hereof (such eighteen months to be extended by one
month for each month or portion of a month during which a Registration
Statement’s effectiveness has lapsed or been suspended), whichever is longer)
(the “Expiration Date”), and subject to the following terms and
conditions:

     

    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 1 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    1.           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 Warrant Holder hereof from time to
time.  The Company may deem and treat the registered Warrant Holder of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Warrant Holder, and for all other purposes, and the
Company shall not be affected by notice to the contrary.

     

    2.           Investment
Representation.  The Warrant
Holder by accepting this Warrant represents that the Warrant Holder is acquiring
this Warrant for its own account or the account of an affiliate for investment
purposes and not with the view to any offering or distribution and that the
Warrant Holder will not sell or otherwise dispose of this Warrant or the
underlying Warrant Shares in violation of applicable securities
laws.  The Warrant Holder acknowledges that the certificates
representing any Warrant Shares will bear a legend indicating that they have not
been registered under the United States Securities Act of 1933, as amended (the
“1933
Act”) and may not be sold by the Warrant Holder except pursuant to an
effective registration statement or pursuant to an exemption from registration
requirements of the 1933 Act and in accordance with federal and state securities
laws.  If this Warrant was acquired by the Warrant Holder pursuant to
the exemption from the registration requirements of the 1933 Act afforded by
Regulation S thereunder, the Warrant Holder acknowledges and covenants that this
Warrant may not be exercised by or on behalf of a Person during the one year
distribution compliance period (as defined in Regulation S) following the date
hereof.  “Person” means an individual,
partnership, firm, limited liability company, trust, joint venture, association,
corporation, or any other legal entity.

     

    3.           Validity
of Warrant and Issue of Shares.  The Company
represents and warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that all of Common Stock that may be issued upon
the exercise of the rights represented by this Warrant will, when issued upon
such exercise, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue
thereof.  The Company further warrants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient number of
Common Stock to provide for the exercise of the rights represented by this
Warrant.

     

    4.           Registration
of Transfers and Exchange of Warrants.

     

    a.           Subject
to compliance with the legend set forth on the face of this Warrant, 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 the office specified in or
pursuant to Section 12.  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
Warrant Holder.  The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance of such transferee of all of the rights
and obligations of a Warrant Holder of a Warrant.

     

    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 2 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    b.           This
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the
office of the Company specified in or pursuant to Section 9 for one or more New
Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder.  Any such New
Warrant will be dated the date of such exchange.

     

    
      5.           Exercise
of Warrants.

    

     

    a.           Upon
surrender of this Warrant with the Form of Election to Purchase attached hereto
duly completed and signed to the Company, at its address set forth in Section
12, and upon payment and delivery of the Exercise Price per Warrant Share
multiplied by the number of Warrant Shares that the Warrant Holder intends to
purchase hereunder, in lawful money of the United States of America, in cash or
by certified or official bank check or checks, to the Company, all as specified
by the Warrant Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 7 business days after the Date of Exercise
(as defined herein)) issue or cause to be issued  and cause to be
delivered to or upon the written order of the Warrant Holder and in such name or
names as the Warrant Holder may designate (subject to the restrictions on
transfer described in the legend set forth on the face of this Warrant), a
certificate for the Warrant Shares issuable upon such exercise, with such
restrictive legend as required by the 1933 Act.  Any person so
designated by the Warrant Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date of Exercise
of this Warrant.

     

    b.           A
“Date of Exercise” means the date on which the Company shall have received (i)
this Warrant (or any New Warrant, as applicable), with the Form of Election to
Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Warrant Holder to be
purchased.

     

    c.           This
Warrant shall be exercisable at any time and from time to time for such number
of Warrant Shares as is indicated in the attached Form of Election To
Purchase.  If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

     

    d.           (i) Notwithstanding anything
contained herein to the contrary but subject to Section 6, if the shares
underlying the Warrant are not registered pursuant to a Registration Statement
as described in the Registration Rights Agreement within 18 months post Closing,
the holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the “Net
Number” of shares of Common Stock determined according to the following
formula (a “Cashless
Exercise”):

     

    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 3 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Net
Number = (A x (B - C))/B

     

    (ii)           For
purposes of the foregoing formula:

     

    A= the
total number shares with respect to which this Warrant is then being
exercised.

     

    B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the Exercise Notice.

     

    C= the
Warrant Exercise Price then in effect at the time of such exercise.

     

    e.           The
holder of this Warrant agrees not to elect a Cashless Exercise for a period of
six (6) months. The holder of this Warrant also agrees not to elect a Cashless
Exercise so long as there is an effective registration statement for the Warrant
Shares.

     

    6.           Maximum
Exercise.  The Warrant
Holder shall not be entitled to exercise this Warrant on a Date of
Exercise in connection with that number of shares of Common Stock which would be
in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Warrant Holder and its affiliates on an exercise date, and (ii) the
number of shares of Common Stock issuable upon the exercise of this Warrant with
respect to which the determination of this limitation is being made on an
exercise date, which would result in beneficial ownership by the Warrant Holder
and its affiliates of more than 4.9% of the outstanding shares of Common Stock
on such date.  This Section 6 may be waived or amended only with the
consent of the Holder and the consent of holders of a majority of the shares of
outstanding Common Stock of the Company who are not Affiliates.  For
the purposes of the immediately preceding sentence, the term “Affiliate” shall
mean any person: (a) that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company; or (b) who beneficially owns (i) any shares of the Company’s Series
of Preferred Stock, (ii) the Company’s Common Stock Purchase Warrant “A” dated
December 29, 2009, or (iii) this Warrant.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder.

     

    7.           Adjustment
of Exercise Price and Number of Shares.  The character of the
shares of stock or other securities at the time issuable upon exercise of this
Warrant and the Exercise Price therefore, are subject to adjustment upon the
occurrence of the following events, and all such adjustments shall be
cumulative:

     

    a.           Adjustment for Stock Splits, Stock
Dividends, Recapitalizations, Etc.  The Exercise Price of this
Warrant and the number of shares of Common Stock or other securities at the time
issuable upon exercise of this Warrant shall be appropriately adjusted to
reflect any stock dividend, stock split, combination of shares,
reclassification, recapitalization or other similar event affecting the number
of outstanding shares of stock or securities.

     

    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 4 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           Adjustment for Reorganization,
Consolidation, Merger, Etc.  In case of any consolidation or
merger of the Company with or into any other corporation, entity or person, or
any other corporate reorganization, in which the Company shall not be the
continuing or surviving entity of such consolidation, merger or reorganization
(any such transaction being hereinafter referred to as a "Reorganization"), then, in each
case, the holder of this Warrant, on exercise hereof at any time after the
consummation or effective date of such Reorganization (the "Effective
Date"), shall receive, in lieu of the shares of stock or other securities
at any time issuable upon the exercise of the Warrant issuable on such exercise
prior to the Effective Date, the stock and other securities and property
(including cash) to which such holder would have been entitled upon the
Effective Date if such holder had exercised this Warrant immediately prior
thereto (all subject to further adjustment as provided in this
Warrant).

     

    c.           Certificate as to
Adjustments.  In case of any adjustment or readjustment in the
price or kind of securities issuable on the exercise of this Warrant, the
Company will promptly give written notice thereof to the holder of this Warrant
in the form of a certificate, certified and confirmed by the Board of Directors
of the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is
based.

     

    d.           The Company fails to meet certain
earnings per share projections.  In the event the Company’s Net
Income for the year ended December 31, 2009 is less than $.4529 per share on a
fully-diluted basis, then the Exercise Price shall be reduced by a percentage
equal to the percentage shortfall (where Net Income on a fully diluted basis
shall always be defined as earnings from continuing operations before any
non-cash items on a pre-tax fully diluted basis (including dilution from any
options, warrants and convertible securities) as reported for the fiscal year
ended December 31, 2009). The warrant exercise price shall be reduced
proportionately by 0% if the earnings are $.4565 per share and by 75% if the
earnings are $.1141 per share. For example, if the Company earns $0.3652 per
share, or 20% below $.4565 per share, then the warrant exercise price shall be
reduced by 20%. Such reduction shall automatically be in effect at the time the
December 31, 2009 financial results are reported or at any other time that the
Investor and the Company have a written and executed agreement stating
otherwise, and shall be made from the starting exercise price of the warrants
being the exercise price of the warrants at that time, and shall be cumulative
upon any other changes to the exercise price of the warrant that may already
have been made.

     

    In the
event the Company’s Net Income for the year ended December 31, 2010 is less than
$.6163 per share on a fully-diluted basis, then the Exercise Price shall be
reduced by the percentage shortfall (where Net Income on a fully diluted basis
shall always be defined as earnings from continuing operations before any
non-cash items on a pre-taxed fully diluted basis (including dilution from any
options, warrants and convertible securities) as reported for the fiscal year
ended December 31, 2010). The warrant exercise price shall be reduced
proportionately by 0% if the earnings are $.6163 per share and by 75% if the
earnings are $.1541 per share. For example, if the Company earns $0.4930 per
share, or 20% below $.6163 per share, then the warrant exercise price shall be
reduced by 20%. Such reduction shall automatically be in effect at the time the
December 31, 2010 financial results are reported or at any other time that the
Investor and the Company have a written and executed agreement stating
otherwise, and shall be made from the starting exercise price of the warrants
being the exercise price of the warrants at that time, and shall be cumulative
upon any other changes to the exercise price of the warrant that may already
have been made.

     

    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 5 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    e.           The
Company sells, grants or issues any shares, options, warrants, or any instrument
convertible into shares or equity in any form at a price (in the case of stock)
or with an exercise or conversion price (in the case of warrants, options or
other convertible securities) below the the current Exercise Price of this
warrant.   In the
event the Company sells, grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the current
Exercise Price then the Exercise Price shall be reduced to such lower price per
share. Such reduction shall be made at the time such transaction is
executed.

     

    8.           Fractional
Shares.  The Company shall
not be required to issue or cause there to be issued fractional Warrant Shares
on the exercise of this Warrant.  The number of full Warrant Shares
that shall be issuable upon the exercise of this Warrant shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of
this Warrant so presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the exercise of this
Warrant, the Company shall, at its option, (i) pay an amount in cash equal to
the Exercise Price multiplied by such fraction or (ii) round the number of
Warrant Shares issuable, up to the next whole number.

     

    9.           Sale or
Merger of the Company.  Upon a Change in
Control, the restriction contained in Section 6 shall immediately be released
and the Warrant Holder will have the right to exercise this Warrant concurrently
with such Change in Control event.  For purposes of this Warrant, the
term “Change in Control” shall mean a consolidation or merger of the Company
with or into another company or entity in which the Company is not the surviving
entity or the sale of all or substantially all of the assets of the Company to
another company or entity not controlled by the then existing stockholders of
the Company in a transaction or series of transactions.

     

    10.           Notice of
Intent to Sell or Merge the Company.  The Company will
give Warrant Holder ten (10) business days notice before the event of a sale of
all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity.

     

    11.           Issuance
of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment to
the number of shares subject to this Warrant and/or the Exercise Price
hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

     

    12.           Notice.  All notices and
other communications hereunder shall be in writing and shall be deemed to have
been given (i) on the date they are delivered if delivered in person; (ii) on
the date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date delivered by an
overnight courier service; or (iv) on the third business day after it is mailed
by registered or certified mail, return receipt requested with postage and other
fees prepaid as follows:

    
       

      CHINA
FOR-GEN WARRANT AGREEMENT

      PAGE 6 OF 9

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If to the
Company:

     

    See Note
Purchase Agreement

    


    If to the Warrant
Holder:

    


    See Note
Purchase Agreement


     

    
      13.           Miscellaneous.

    

     

    a.           This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  This Warrant may
be amended only by a writing signed by the Company and the Warrant
Holder.

     

    b.           Nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy or
cause of action under this Warrant; this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrant Holder.

     

    c.           This
Warrant shall be governed by, construed and enforced in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of law thereof.

     

    d.           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.

     

    e.           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 reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    f.           The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.

     

    [SIGNATURES
ON FOLLOWING PAGE]

    


    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 7 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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

    


    
      
        
          
            
              
                	
                        China
      For-Gen Corp., a Delaware corporation

                      
	 
      	 
      
	
                        By:

                      	
                         

                      	 
      
	 
      	
                        Sherry
      Xue Li

                      
	 
      	
                        President
      and Chief Executive Officer

                      
	 
      	 
      	 
      
	
                        By:

                      	
                         

                      	 
      
	 
      	
                        Chairman
      of the
Board

                      


              

            

          

        

      

    

    


    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 8 OF 9

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM
OF ELECTION TO PURCHASE

    


    (To be
executed by the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

     

    To:  China For-Gen,
Corp.:

    


    In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock (“Common Stock”), $.001 par value, of China For- Gen, Corp. and
encloses the warrant and $____ for each Warrant Share being purchased or an
aggregate of $________________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

     

    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

    


    
      
        
          	
                     

                	 
      
	 
      	 
      
	
                     

                	 
      
	 
      	 
      
	
                     

                	 
      
	
                  (Please
      print name and address)

                	 
      
	 
      	 
      
	
                     

                	 
      
	
                  (Please
      insert Social Security or Tax Identification Number)

                	 
      
	 
      	 
      
	
                  If
      the number of shares of Common Stock issuable upon this exercise shall not
      be all of the shares of Common Stock which the undersigned is entitled to
      purchase in accordance with the enclosed Warrant, the undersigned requests
      that a New Warrant (as defined in the Warrant) evidencing the right to
      purchase the shares of Common Stock not issuable pursuant to the exercise
      evidenced hereby be issued in the name of and delivered
  to:

                
	 
      	 
      
	
                     

                	 
      
	 
      	 
      
	
                     

                	 
      
	 
      	 
      
	
                     

                	 
      
	
                  (Please
      print name and address)

                	 
      
	 
      	 
      
	
                  Dated:
      ____________

                	 
      
	 
      	 
      
	
                  Name
      of Warrant Holder:

                	 
      
	 
      	 
      
	
                  (Print)

                	
                     

                	 
      	 
      
	 
      	 
      
	
                  (By:)

                	
                     

                	 
      	 
      
	 
      	 
      
	
                   (Name:)

                	
                     

                	 
      	 
      
	 
      	 
      
	
                   (Title:)

                	
                     

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

                


        

      

    

    


    CHINA
FOR-GEN WARRANT AGREEMENT

    PAGE 9 OF 9