Exhibit
3.3




CERTIFICATE
OF DESIGNATION


OF
THE RIGHTS, PREFERENCES, PRIVILEGES


AND
RESTRICTIONS, WHICH HAVE NOT BEEN SET


FORTH
IN THE CERTIFICATE OF INCORPORATION


OR
IN ANY AMENDMENT THERETO,


OF
THE


SERIES
A CONVERTIBLE PREFERRED STOCK


OF


YAFARM
TECHNOLOGIES, INC.





(Pursuant
to Section 151 of the General Corporation Law of Delaware)





The undersigned, Zhiguang Zhang and
Hong Zhao, do hereby certify that:





A.They are the duly elected and acting
Chief Executive Officer and Secretary, respectively, of YaFarm Technologies,
Inc., a Delaware corporation (the “Corporation”).





B.Pursuant to the Unanimous Written
Consent of the Board of Directors of the Corporation dated June 6, 2008, the
Board of Directors duly adopted the following resolutions:





WHEREAS, the Certificate of
Incorporation of the Corporation authorizes a class of stock designated as
Preferred Stock, with a par value of $0.001 per share (the “Preferred Class”),
comprising Ten Million (10,000,000) shares, none of which have been designated
in a series or issued, and provides that the Board of Directors of the
Corporation may fix the terms, including any dividend rights, dividend rates,
conversion rights, voting rights, rights and terms of any redemption,
redemption, redemption price or prices, and liquidation preferences, if any, of
the Preferred Class;





WHEREAS, the Board of Directors
believes it in the best interests of the Corporation to create a series of
preferred stock consisting of 1,500,000 shares and designated as the “Series A
Convertible Preferred Stock” having certain rights, preferences, privileges,
restrictions and other matters relating to the Series A Convertible Preferred
Stock.





NOW, THEREFORE, BE IT RESOLVED, that
the Board of Directors does hereby fix and determine the rights, preferences,
privileges, restrictions and other matters relating to the Series A Convertible
Preferred Stock as follows:





1.Definitions.  For
purposes of this Certificate of Designation, the following definitions shall
apply:





1.1  “Board”
shall mean the Board of Directors of the Corporation.





1.2  “Corporation”
shall mean YaFarm Technologies, Inc., a Delaware Corporation.








Page 1 of
6





1.3  “Common
Stock” shall mean the common stock, $0.001 par value per share, of the
Corporation.





1.4  “Common
Stock Dividend” shall mean a stock dividend declared and paid on the Common
Stock that is payable in shares of Common Stock.





1.5  “Conversion
Date” shall have the meaning set forth in Section 4.2.





1.6  “Distribution”
shall mean the transfer of cash or property by the Corporation to one or more of
its stockholders without consideration, whether by dividend or otherwise (except
a dividend in shares of Corporation's stock).





1.7  “Holder”
shall mean a holder of the Series A Convertible Preferred Stock.





1.8  “Original Issue Date”
shall mean the date on which the first share of Series A Convertible
Preferred Stock is issued by the Corporation.





1.9  “Original
Issue Price” shall mean $3.25 per share for the Series A Convertible Preferred
Stock.





1.10  “Person”
shall mean an individual, a corporation, a partnership, an association, a
limited liability company, an unincorporated business organization, a trust or
other entity or organization, and any government or political subdivision or any
agency or instrumentality thereof.





1.11  “Series
A Convertible Preferred Stock” shall mean the Series A Convertible Preferred
Stock, $0.001 par value per share, of the Corporation.





1.12  “Subsidiary”
shall mean any corporation or limited liability company or corporation of which
at least fifty percent (50%) of the outstanding voting stock or membership
interests, as the case may be, is at the time owned directly or indirectly by
the Corporation or by one or more of such subsidiary corporations.





2.           Dividend
Rights.





2.1           In
each calendar year, the holders of the then outstanding Series A Convertible
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board, out of any funds and assets of the Corporation legally available
therefore, noncumulative dividends in an amount equal to any dividends or other
Distribution on the Common Stock in such calendar year (other than a Common
Stock Dividend).  No dividends (other than a Common Stock Dividend)
shall be paid, and no Distribution shall be made, with respect to the Common
Stock unless dividends in such amount shall have been paid or declared and set
apart for payment to the holders of the Series A Convertible Preferred Stock
simultaneously.  Dividends on the Series A Convertible Preferred Stock
shall not be mandatory or cumulative, and no rights or interest shall accrue to
the holders of the Series A Convertible Preferred Stock by reason of the fact
that the Corporation shall fail to declare or pay dividends on the Series A
Convertible Preferred Stock, except for such rights or interest that may arise
as a result of the Corporation paying a dividend or making a Distribution on the
Common Stock in violation of the terms of this Section 2.






Page 2 of
6





2.2Participation
Rights.  Dividends shall be declared pro rata on the Common Stock and
the Series A Convertible Preferred Stock on a pari passu basis according to the
number of shares of Common Stock held by such holders, where each holder of
shares of Series A Preferred Stock is to be treated for this purpose as holding
the number of shares of Common Stock to which the holders thereof would be
entitled if they converted their shares of Series A Convertible Preferred Stock
at the time of such dividend in accordance with Section 4 hereof.





2.3Non-Cash
Dividends.  Whenever a dividend or Distribution provided for in this
Section 2 shall be payable in property other than cash (other than a Common
Stock Dividend), the value of such dividend or Distribution shall be deemed to
be the fair market value of such property as determined in good faith by the
Board.





3.Liquidation
Rights.  In the event of any liquidation, dissolution or
winding up of the Corporation; whether voluntary or involuntary, the funds and
assets of the Corporation that may be legally distributed to the Corporation's
shareholders (the “Available Funds and Assets”) shall be distributed to
shareholders in the following manner:





3.1Series
A Convertible Preferred Stock.  The holders of each share of Series A
Convertible Preferred Stock then outstanding shall be entitled to be paid, out
of the Available Funds and Assets, and prior and in preference to any payment or
distribution (or any setting apart of any payment or distribution) of any
Available Funds and Assets on any shares of Common Stock or subsequent series of
preferred stock, an amount per share equal to the Original Issue Price of the
Series A Convertible Preferred Stock plus all declared but unpaid dividends on
the Series A Convertible Preferred Stock.  If upon any liquidation,
dissolution or winding up of the Corporation, the Available Funds and Assets
shall be insufficient to permit the payment to holders of the Series A
Convertible Preferred Stock of their full preferential amount as described in
this subsection, then all of the remaining Available Funds and Assets shall be
distributed among the holders of the then outstanding Series A Convertible
Preferred Stock pro rata, according to the number of outstanding shares of
Series A Convertible Preferred Stock held by each holder thereof.





3.2Merger
or Sale of Assets.  A reorganization or any other consolidation or
merger of the Corporation with or into any other corporation, or any other sale
of all or substantially all of the assets of the Corporation, shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 3 and the Series A Convertible Preferred Stock shall
be entitled only to the rights contained in this Section 3.








Page 3 of
6





3.3Non-Cash
Consideration. If any assets of the Corporation distributed to shareholders in
connection with any liquidation, dissolution or winding up of the Corporation
are other than cash, then the value of such assets shall be their fair market
value as determined by the Board.





4.Conversion
Rights.





4.1Automatic
Conversion of Preferred Stock.  Each share of Series A Convertible
Preferred Stock will automatically convert, without any action on the part of
the Holder into (i) twenty (20) shares of Common Stock of the Corporation, and
(ii) three (3) warrants to purchase Common Stock of the Corporation, exercisable
for a period of five (5) years from the Original Issue Date at an exercise price
of $0.1875 per share, in form and substance substantially similar to the warrant
agreement attached hereto as Exhibit A, upon the
closing of an acquisition of a Person by the Corporation that (a) has net income
of at least $2.4 million for the fiscal year immediately preceding the year of
acquisition, and (b) results in the shareholders of the Corporation
immediately prior to the closing of the acquisition owning less than 50% of the
voting power of the Corporation immediately following the
acquisition.





4.2Conversion
shall be deemed to have been effected on the date of an event set forth in
Section 4.1 hereof, and such date is referred to herein as the “Conversion
Date.”  As promptly as practicable after the Conversion Date, the
Company shall issue and deliver to or upon the written order of such Holder, at
such office or other place designated by the Company, a certificate or
certificates for the number of full shares of Common Stock to which such Holder
is entitled, rounded up to the next whole share.  The Holder shall be
deemed to have become a shareholder of record on the Conversion
Date.





4.3No
Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Series A Convertible Preferred
Stock.  If more than one share of Series A Convertible Preferred Stock
shall be surrendered for conversion at any one time by the same Holder, the
number of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Series A Convertible
Preferred Stock so surrendered.  Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any shares of
Series A Convertible Preferred Stock, the Company shall round up and issue a
whole share in respect of such fractional interest.





4.4Payment of Taxes for Conversions.
The Company shall pay any and all issue and other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion
pursuant hereto of Series A Convertible Preferred Stock.  The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock in
a name other than that in which the shares of Series A Convertible Preferred
Stock so converted were registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Company the
amount of any such tax, or has established, to the satisfaction of the Company,
that such tax has been paid.








Page 4 of
6





4.5Reservation of Common
Stock.  The Company shall at all times reserve and keep available, out
of its authorized but unissued Common Stock, solely for the purpose of effecting
the conversion of the Series A Convertible Preferred Stock, the full number of
shares of Common Stock deliverable upon the conversion of all shares of Series A
Convertible Preferred Stock from time to time outstanding.





4.6Registration or Listing of Shares of
Common Stock.  If any shares of Common Stock to be reserved for the
purpose of conversion of shares of Series A Convertible Preferred Stock require
registration or listing with, or approval of, any governmental authority, stock
exchange or other regulatory body under any federal or state law or regulation
or otherwise, before such shares may be validly issued or delivered upon
conversion, the Company will in good faith and as expeditiously as possible
endeavor to secure such registration, listing or approval, as the case may
be.





4.7Status of Common Stock Issued Upon
Conversion.  All shares of Common Stock which may be issued upon
conversion of the shares of Series A Convertible Preferred Stock will upon
issuance by the Company be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance
thereof.





4.8Status of Converted Preferred
Stock.  In case any shares of Series A Convertible Preferred Stock
shall be converted pursuant to this section 4, the shares so converted shall be
canceled and shall not be issuable by the Company.





5.Adjustment of Conversion
Price.





5.1General Provisions.  In
case, at any time after the date hereof, of any capital reorganization, or any
reclassification of the stock of the Corporation (other than a change in par
value or as a result of a stock dividend or subdivision, split-up or combination
of shares), or the consolidation or merger of the Corporation with or into
another person (other than a consolidation or merger in which the Corporation is
the continuing entity and which does not result in any change in the Common
Stock), or of the sale or other disposition of all or substantially all the
properties and assets of the Corporation as an entirety to any other person, the
shares of Series A Convertible Preferred Stock shall, after such reorganization,
reclassification, consolidation, merger, sale or other disposition, be
convertible into the kind and number of shares of stock or other securities or
property of the Corporation or of the entity resulting from such consolidation
or surviving such merger or to which such properties and assets shall have been
sold or otherwise disposed to which such holder would have been entitled if
immediately prior to such reorganization, reclassification, consolidation,
merger, sale or other disposition it had converted its shares of Series A
Convertible Preferred Stock into Common Stock.  The provisions of this
section 5.1 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales or other
dispositions.






Page
5 of 6







5.2No Impairment.  The
Corporation will not, through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, including amending this Certificate of Designation, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this section 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of Series A Convertible Preferred Stock
against impairment.  This provision shall not restrict the Corporation
from amending its Articles of Incorporation in accordance with the General Corporation Law of
Delaware and the terms hereof.





6.           Redemption
Rights.





6.1           Mandatory
Redemption.  The holders of a majority of the Series A Convertible
Preferred Stock may require that the Corporation redeem the Series A Convertible
Preferred Stock at the Original Issue Price if the acquisition transaction
described in Section 4.1 hereof does not close on or before the date which is
ninety (90) days from the Original Issuance Date.





6.2           Redemption
Procedures.  Any redemption hereunder shall be exercised by providing
written notice to the applicable party.  Any permitted redemption of
the Series A Convertible Preferred Stock pursuant to Section 6.1 above shall be
deemed to be effective and consummated once written notice has been made to the
Corporation.





7.           Notices.  Any
notices required by the provisions of this Certificate of Designation to be
given to the holders of shares of Series A Convertible Preferred Stock shall be
deemed given if sent by facsimile or overnight courier to the address appearing
on the books of the Corporation, and shall be conclusively deemed given at the
time of delivery if made during normal business hours, otherwise notice shall be
deemed given on the next business day.





8.Voting
Provisions.Each
outstanding share of Series A Convertible Preferred Stock shall be entitled to
one (1) vote per share on all matters to which the shareholders of the Company
are entitled or required to vote.





IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Designation of Series A Convertible Preferred Stock
to be duly executed by its Chief Executive Officer and attested to by its
Secretary this 6th day of June, 2008








By:  Zhiguang
      Zhang
            By: Hong
      ZhaoIts:
      Chief Executive Officer
            Its:Secretary






Page 6 of
6










EXHIBIT
A





FORM OF
WARRANT AGREEMENT










A-1






THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.





WARRANT





YaFarm
Technologies, Inc.





(Incorporated
under the laws of the State of Delaware)





THIS IS
TO CERTIFY that, for value received, [insert name of holder], or its assigns
(the “Holder”) is entitled, subject to the terms and conditions set forth
herein, to purchase from YaFarm Technologies, Inc., a  Delaware
corporation (the “Company”) up to [insert number of warrants (insert)] fully
paid and nonassessable shares of common stock of the Company (the “Warrant
Securities”) at the initial price of $0.1875 per share but subject to adjustment
as provided in Section 3 below, (the “Exercise Price”), upon payment by
cashier’s check or wire transfer of the Exercise Price for such shares of the
Common Stock to the Company at the Company’s offices.





1.           Exercisability.
This Warrant may be exercised in whole or in part at any time, or from time to
time, between the date hereof and 5:00 p.m. Eastern Standard Time on the date
which is five (5) years from the date hereof, by presentation and surrender
hereof to the Company of a notice of election to purchase duly executed and
accompanied by payment by check or wire transfer of the Exercise
Price.





2.           Manner of
Exercise.  In case of the purchase of less than all the Warrant
Securities, the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new warrant of like tenor for the balance of the
Warrant Securities.  Upon the exercise of this Warrant, the issuance
of certificates for securities, properties or rights underlying this Warrant
shall be made forthwith (and in any event within three (3) business days
thereafter) without charge to the Holder including, without limitation, any tax
that may be payable in respect of the issuance thereof: provided, however, that
the Company shall not be required to pay any tax in respect of income or capital
gain of the Holder.





If and to
the extent this Warrant is exercised, in whole or in part, the Holder shall be
entitled to receive a certificate or certificates representing the Warrant
Securities so purchased, upon presentation and surrender to the Company of the
form of election to purchase attached hereto duly executed, and accompanied by
payment of the purchase price.






A-2





3.           Adjustment in
Number of Shares.





(A)           Adjustment for
Reclassifications.  In case at any time or from time to time
after the issue date the holders of the Common Stock of the Company (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (including cash) by way of stock split, spin-off, reclassification,
combination of shares or similar corporate rearrangement (exclusive of any stock
dividend of its or any subsidiary’s capital stock), then and in each such case
the Holder of this Warrant, upon the exercise hereof as provided in Section 1,
shall be entitled to receive the amount of stock and other securities and
property which such Holder would hold on the date of such exercise if on the
issue date he had been the holder of record of the number of shares of Common
Stock of the Company called for on the face of this Warrant and had thereafter,
during the period from the issue date, to and including the date of such
exercise, retained such shares and/or all other or additional stock and other
securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.  In
the event of any such adjustment, the Exercise Price shall be adjusted
proportionally.





(B)           Adjustment for
Reorganization, Consolidation, Merger.  In case of any
reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
after the issue date, or in case, after such date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation, then and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.





4.           No Requirement to
Exercise.  Nothing contained in this Warrant shall be construed
as requiring the Holder to exercise this Warrant prior to or in connection with
the effectiveness of a registration statement.





5.           No Stockholder
Rights.  Unless and until this Warrant is exercised, this
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company, or to any other rights whatsoever except the
rights herein expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.








A-3





6.           Registration
Rights.  If the Company at any time proposes to register any of
its securities under the Act, including under an S-1 Registration Statement or
otherwise, it will each such time give written notice to all holders of
outstanding warrants of its intention so to do.  Upon the written
request of a holder or holders of any such warrants given within 30 days after
receipt of any such notice, the Company will use its best efforts to cause all
shares underlying the exercise of such warrants to be registered under the Act
(with the securities which the Company at the time propose to register);
provided, however, that the Company may, as a condition precedent to its
effective such registration, require each Holder to agree with the Company and
the managing underwriter or underwriters of the offering to be made by the
Company in connection with such registration that such Holder will not sell any
securities of the same class or convertible into the same class as those
registered by the Company (including any class into which the securities
registered by the Company are convertible) for such reasonable period after such
registration becomes effective (not exceeding 90 days) as shall then be
specified in writing by such underwriter or underwriters if in the opinion of
such underwriter or underwriters the Company's offering would be materially
adversely affected in the absence of such an agreement.  All expenses
incurred by the Company in complying with this Section, including without
limitation all registration and filing fees, listing fees, printing expenses,
fees and disbursements of all independent accountants, or counsel for the
Company and the expense of any special audits incident to or required by any
such registration and the expenses of complying with the securities or blue sky
laws of any jurisdiction shall be paid by the Company.





7.           Exchange.  This
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
for new warrants of like tenor representing in the aggregate the right to
purchase the number of Warrant Securities purchasable hereunder, each of such
new warrants to represent the right to purchase such number of Warrant
Securities as shall be designated by the Holder at the time of such
surrender.





Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it and
reimbursement to the company of all reasonable expenses incidental thereto, and
upon surrender and cancellation hereof, if mutilated, the Company will make and
deliver a new warrant of like tenor and amount, in lieu hereof.





8.           Elimination of
Fractional Interests.  The Company shall not be required to
issue certificates representing fractions of securities upon the exercise of
this Warrant, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests.  All fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of securities, properties
or rights receivable upon exercise of this Warrant.





9.           Reservation of
Securities.  The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock or other securities,
solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise hereof.  The Company covenants and
agrees that, upon exercise of this Warrant and payment of the Principal Value,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder.








A-4





10.           Notices to
Holder.  If at any time prior to the expiration of this Warrant
or its exercise, any of the following events shall occur:





(a)           the
Company shall take a record of the holders of any class of its securities for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;
or





(b)           the
Company shall offer to all the holders of a class of its securities any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option or
warrant to subscribe therefor; or





(c)           a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed.





then, in
any one or more said events, the Company shall give written notice of such event
to the Holder at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholder entitled to such dividend, distribution, convertible or exchangeable
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale.  Such notice shall
specify such record date or the date of closing the transfer books, as the case
may be.





11.           Transferability.  This
Warrant may not be transferred or assigned by the Holder without notice or
approval by the Company.





12.           Notice.  Notices
to be given to the Company or the Holder shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier or
messenger, or by facsimile transmission.  Notices shall be deemed to
have been received on the date of personal delivery or facsimile
transmission.  The address of the Company and of the Holder shall be
as set forth in the Company’s books and records.





13.           Consent to
Jurisdiction and Service.  The Company consents to the
jurisdiction of any court of the State of New Jersey, and of any federal court
located in New Jersey, in any action or proceeding arising out of or in
connection with this Warrant.  The Company waives personal service of
any summons, complaint or other process in connection with any such action or
proceeding and agrees that service thereof may be made to the Company in the
manner and at the location provided in Section 12 hereof, or, in the
alternative, in any other form or manner permitted by law.  Middlesex
County, New Jersey shall be proper venue.








A-5





14.           Successors.  All
the covenants and provisions of this Warrant shall be binding upon and inure to
the benefit of the Company, the Holder and their respective legal
representatives, successors and assigns.





15.           Attorneys
Fees.  In the event the Investors or any holder hereof shall
refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees to pay all the costs and expenses incurred in attempting or effecting
collection hereunder, including reasonable attorney's fees, whether or not suit
is instituted.





16.           Governing
Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.





IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
signature of its Chief Executive Officer and to be delivered in New Brunswick,
New Jersey.




YAFARM
      TECHNOLOGIES, INC.,a
      Delaware corporationDated:  [insert
      date]
              
              By:  Zhiguang
      ZhangIts:   Chief
      Executive Officer








A-6















[FORM OF ELECTION TO
PURCHASE]








The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to
exercise the purchase right represented by this Warrant Certificate for, and to
purchase securities of YaFarm Technologies, Inc. and herewith makes payment of
$__________ therefor, and requests that the certificates for such securities be
issued in the name of, and delivered to ___________________, whose address is
______________________________.














Dated:                      ____________________,
20___








By:  _________________________________________________


Its:  _________________________________________________


(Signature
must conform in all respects to name of holder as specified


on the
face of the Warrant Certificate)











(Insert
Social Security or Other


Identifying
Number of Holder)













A-7