WARRANT

     

    NEITHER
      THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND
      THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES
      ACT”).
      THIS
      WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
      BE
      OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER
      THE
      SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH
      REGISTRATION.

     

    SERIES
      E
      WARRANT TO PURCHASE

     

    SHARES
      OF
      COMMON STOCK

     

    OF

     

    NATIONAL
      REALTY AND MORTGAGE, INC.


     

    Expires
      June 5, 2012

     

    
      	
              No.:
                W- E - _____

            	
              Number
                of Shares: _____

            


    

     

    Date
      of
      Issuance: June 5, 2007

     

    NATIONAL
      REALTY AND MORTGAGE, INC.,
      a
      Nevada corporation (the “Company”),
      hereby certifies that _____
      its
      permissible transferees, designees, successors and assigns (collectively, the
      “Holder”),
      for
      value received, is entitled to purchase from the Company at any time commencing
      on the Effective Date (as hereinafter defined), and terminating on the fifth
      anniversary of the Date of Issuance of this Warrant (the “Termination
      Date”)
      _____
      shares
      (each, a “Share”
and
      collectively the “Shares”)
      of the
      Company’s common stock, $.001 par value per Share (the “Common
      Stock”),
      at an
      exercise price $1.62 per Share (the “Exercise
      Price”).
      The
      number of shares of Common Stock issuable upon exercise of this Warrant reflects
      the number of shares of Common Stock to which the Holder is entitled following
      the 1-for-86.3035 everse stock split to be effected by the Issuer following
      the
      Date of Issuance (the “Reverse
      Stock Split”).
      The
      number of Shares purchasable hereunder and the Exercise Price are subject to
      adjustment as provided in Section 4 hereof; provided, however, that
      notwithstanding anything to the contrary contained herein, no adjustment shall
      be made for the Reverse Stock Split. “Effective
      Date”
means
      the date of the effectiveness of the Reverse Stock Split.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              1.

            	
              Exercise
                of Warrant.

            


    

     

    The
      purchase right represented by this Common Stock Warrant (this "Warrant")
      is
      exercisable, in whole or in part, at any time and from time to time from and
      after the Effective Date through and including the Termination
      Date.

     

    Upon
      presentation and surrender of this Warrant, accompanied by a completed Election
      to Purchase in the form attached hereto as Exhibit
      A
      (the
“Election
      to Purchase”)
      duly
      executed, at the principal office of the Company (or such other office or agency
      of the Company as the Company may designate to the Holder) together with a
      check
      payable to, or wire transfer to, the Company in the amount of the Exercise
      Price
      multiplied by the number of Shares being purchased, the Company or the Company’s
      transfer agent, as the case may be, shall within three (3) business days deliver
      to the Holder hereof certificates of fully paid and non-assessable Common Stock
      which in the aggregate represent the number of Shares being purchased. The
      certificates so delivered shall be in such denominations as may be requested
      by
      the Holder and shall be registered in the name of the Holder or such other
      name
      as shall be designated by the Holder. All or less than all of the purchase
      rights represented by this Warrant may be exercised and, in case of the exercise
      of less than all, the Company, upon surrender hereof, will at the Company’s
      expense deliver to the Holder a new warrant entitling said holder to purchase
      the number of Shares represented by this Warrant which have not been exercised.
      This Warrant may only be exercised to the extent the Company has a sufficient
      number of Shares of Common Stock available for issuance at the time of any
      exercise. 

    


    
      	 	
              2.

            	
               Warrant.

            


    

     

    a. Exchange,
      Transfer and Replacement.
      At any
      time prior to the exercise hereof, this Warrant may be exchanged upon
      presentation and surrender to the Company, alone or with other warrants of
      like
      tenor of different denominations registered in the name of the same Holder,
      for
      another warrant or warrants of like tenor in the name of such Holder exercisable
      for the aggregate number of Shares as the warrant or warrants
      surrendered.

     

    b. Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and substance to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      its
      expense, will execute and deliver in lieu thereof, a new Warrant of like
      tenor.

     

    c. Cancellation;
      Payment of Expenses.
      Upon
      the surrender of this Warrant in connection with any transfer, exchange or
      replacement as provided in this Section 2, this Warrant shall be promptly
      canceled by the Company. The Holder shall pay all taxes and all other expenses
      (including legal expenses, if any, incurred by the Holder or transferees) and
      charges payable in connection with the preparation, execution and delivery
      of
      Warrants pursuant to this Section 2. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    d. Warrant
      Register.
      The
      Company shall maintain, at its principal executive offices (or at the offices
      of
      the transfer agent for the Warrant or such other office or agency of the Company
      as it may designate by notice to the holder hereof), a register for this Warrant
      (the “Warrant Register”), in which the Company shall record the name and address
      of the person in whose name this Warrant has been issued, as well as the name
      and address of each transferee and each prior owner of this
      Warrant.

     

    
      	 	
              3.

            	
              Rights
                and Obligations of Holders of this Warrant.
                The Holder of this Warrant shall not, by virtue hereof, be entitled
                to any
                rights of a stockholder in the Company, either at law or in equity;
                provided,
                however,
                that in the event any certificate representing shares of Common Stock
                or
                other securities is issued to the holder hereof upon exercise of
                this
                Warrant, such holder shall, for all purposes, be deemed to have become
                the
                holder of record of such Common Stock on the date on which this Warrant,
                together with a duly executed Election to Purchase, was surrendered
                and
                payment of the aggregate Exercise Price was made, irrespective of
                the date
                of delivery of such Common Stock
                certificate.

            


    

     

    
      	 	
              4.

            	
              Adjustments.
                

            


    

     

    a. Stock
      Dividends, Reclassifications, Recapitalizations, Etc.
      In the
      event that after the Effective Date the Company: (i) pays a dividend in
      Common Stock or makes a distribution in Common Stock, (ii) subdivides its
      outstanding Common Stock into a greater number of shares, (iii) combines
      its outstanding Common Stock into a smaller number of shares or
      (iv) increases or decreases the number of shares of Common Stock
      outstanding by reclassification of its Common Stock (including a
      recapitalization in connection with a consolidation or merger in which the
      Company is the continuing corporation), then (1) the Exercise Price on the
      record date of such division or distribution or the effective date of such
      action shall be adjusted by multiplying such Exercise Price by a fraction,
      the
      numerator of which is the number of shares of Common Stock outstanding
      immediately before such event and the denominator of which is the number of
      shares of Common Stock outstanding immediately after such event, and
      (2) the number of shares of Common Stock for which this Warrant may be
      exercised immediately before such event shall be adjusted by multiplying such
      number by a fraction, the numerator of which is the Exercise Price immediately
      before such event and the denominator of which is the Exercise Price immediately
      after such event.

     

    b. Cash
      Dividends and Other Distributions.
      In the
      event that at any time or from time to time the Company shall distribute to
      all
      holders of Common Stock (i) any dividend or other distribution of cash,
      evidences of its indebtedness, shares of its capital stock or any other
      properties or securities or (ii) any options, warrants or other rights to
      subscribe for or purchase any of the foregoing (other than in each case,
      (w) the issuance of any rights under a shareholder rights plan,
      (x) any dividend or distribution described in Section 4(a), (y) any
      rights, options, warrants or securities described in Section 4(c) and (z) any
      cash dividends or other cash distributions from current or retained earnings),
      then the number of shares of Common Stock issuable upon the exercise of this
      Warrant shall be increased to a number determined by multiplying the number
      of
      shares of Common Stock issuable upon the exercise of this Warrant immediately
      prior to the record date for any such dividend or distribution by a fraction,
      the numerator of which shall be such Current Market Value (as hereinafter
      defined) per share of Common Stock on the record date for such dividend or
      distribution, and the denominator of which shall be such Current Market Value
      per share of Common Stock on the record date for such dividend or distribution
      less the sum of (x) the amount of cash, if any, distributed per share of Common
      Stock and (y) the fair value (as determined in good faith by the Board of
      Directors of the Company, whose determination shall be evidenced by a board
      resolution, a copy of which will be sent to the Holders upon request) of the
      portion, if any, of the distribution applicable to one share of Common Stock
      consisting of evidences of indebtedness, shares of stock, securities, other
      property, warrants, options or subscription or purchase rights; and the Exercise
      Price shall be adjusted to a number determined by dividing the Exercise Price
      immediately prior to such record date by the above fraction. Such adjustments
      shall be made whenever any distribution is made and shall become effective
      as of
      the date of distribution, retroactive to the record date for any such
      distribution. No adjustment shall be made pursuant to this Section 4(b) which
      shall have the effect of decreasing the number of shares of Common Stock
      issuable upon exercise of this Warrant or increasing the Exercise Price.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c. Combination;
      Liquidation.
      (i) In the event of a Combination (as defined below), each Holder shall
      have the right to receive upon exercise of the Warrant the kind and amount
      of
      shares of capital stock or other securities or property which such Holder would
      have been entitled to receive upon or as a result of such Combination had such
      Warrant been exercised immediately prior to such event (subject to further
      adjustment in accordance with the terms hereof). Unless paragraph (ii) is
      applicable to a Combination, the Company shall provide that the surviving or
      acquiring Person (the “Successor Company”) in such Combination will assume by
      written instrument the obligations under this Section 4 and the obligations
      to deliver to the Holder such shares of stock, securities or assets as, in
      accordance with the foregoing provisions, the Holder may be entitled to acquire.
      “Combination”
means
      an event in which the Company consolidates with, mergers with or into, or sells
      all or substantially all of its assets to another Person, where “Person” means
      any individual, corporation, partnership, joint venture, limited liability
      company, association, joint-stock company, trust, unincorporated organization,
      government or any agency or political subdivision thereof or any other entity;
      (ii) In the event of (x) a Combination where consideration to the holders of
      Common Stock in exchange for their shares is payable solely in cash or (y)
      the
      dissolution, liquidation or winding-up of the Company, the Holders shall be
      entitled to receive, upon surrender of their Warrant, distributions on an equal
      basis with the holders of Common Stock or other securities issuable upon
      exercise of the Warrant, as if the Warrant had been exercised immediately prior
      to such event, less the Exercise Price. In case of any Combination described
      in
      this Section 4, the surviving or acquiring Person and, in the event of any
      dissolution, liquidation or winding-up of the Company, the Company, shall
      deposit promptly with an agent or trustee for the benefit of the Holders of
      the
      funds, if any, necessary to pay to the Holders the amounts to which they are
      entitled as described above. After such funds and the surrendered Warrant are
      received, the Company is required to deliver a check in such amount as is
      appropriate (or, in the case or consideration other than cash, such other
      consideration as is appropriate) to such Person or Persons as it may be directed
      in writing by the Holders surrendering such Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    d. Notice
      of Adjustment.
      Whenever the Exercise Price or the number of shares of Common Stock and other
      property, if any, issuable upon exercise of the Warrant is adjusted, as herein
      provided, the Company shall deliver to the holders of the Warrant in accordance
      with Section 10 a certificate of the Company’s Chief Financial Officer or
      another authorized officer setting forth, in reasonable detail, the event
      requiring the adjustment and the method by which such adjustment was calculated
      (including a description of the basis on which (i) the Board of Directors
      determined the fair value of any evidences of indebtedness, other securities
      or
      property or warrants, options or other subscription or purchase rights and
      (ii)
      the Current Market Value of the Common Stock was determined, if either of such
      determinations were required), and specifying the Exercise Price and number
      of
      shares of Common Stock issuable upon exercise of Warrant after giving effect
      to
      such adjustment.

     

    e. Notice
      of Certain Transactions.
      In the
      event that the Company shall propose (a) to pay any dividend payable in
      securities of any class to the holders of its Common Stock or to make any other
      non-cash dividend or distribution to the holders of its Common Stock,
      (b) to offer the holders of its Common Stock rights to subscribe for or to
      purchase any securities convertible into shares of Common Stock or shares of
      stock of any class or any other securities, rights or options, (c) to
      effect any capital reorganization, reclassification, consolidation or merger
      affecting the class of Common Stock, as a whole, or (d) to effect the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      the Company shall, within the time limits specified below, send to each Holder
      a
      notice of such proposed action or offer. Such notice shall be mailed to the
      Holders at their addresses as they appear in the Warrant Register (as defined
      in
      Section 2(d)),
      which
      shall specify the record date for the purposes of such dividend, distribution
      or
      rights, or the date such issuance or event is to take place and the date of
      participation therein by the holders of Common Stock, if any such date is to
      be
      fixed, and shall briefly indicate the effect of such action on the Common Stock
      and on the number and kind of any other shares of stock and on other property,
      if any, and the number of shares of Common Stock and other property, if any,
      issuable upon exercise of each Warrant and the Exercise Price after giving
      effect to any adjustment pursuant to Section 4 which will be required as a
      result of such action. Such notice shall be given as promptly as possible and
      (x) in the case of any action covered by clause (a) or (b) above, at least
      ten
      (10) days prior to the record date for determining holders of the Common Stock
      for purposes of such action or (y) in the case of any other such action, at
      least twenty (20) days prior to the date of the taking of such proposed action
      or the date of participation therein by the holders of Common Stock, whichever
      shall be the earlier.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    f. Current
      Market Value.“Current
      Market Value”
per
      share of Common Stock or any other security at any date means (i) if the
      security is not registered under the Securities Exchange Act of 1934 and/or
      traded on a national securities exchange, quotation system or bulletin board,
      as
      amended (the “Exchange
      Act”),
      (a)
      the value of the security, determined in good faith by the Board of Directors
      of
      the Company and certified in a board resolution, based on the most recently
      completed arm’s-length transaction between the Company and a Person other than
      an affiliate of the Company or between any two such Persons and the closing
      of
      which occurs on such date or shall have occurred within the six-month period
      preceding such date, or (b) if no such transaction shall have occurred within
      the six-month period, the value of the security as determined by an independent
      financial expert or an agreed upon financial valuation model or (ii) if the
      security is registered under the Exchange Act and/or traded on a national
      securities exchange, quotation system or bulletin board, the average of the
      daily closing bid prices (or the equivalent in an over-the-counter market)
      for
      each day on which the Common Stock is traded for any period on the principal
      securities exchange or other securities market on which the common Stock is
      being traded (each, a “Trading
      Day”)
      during
      the period commencing thirty (30) days before such date and ending on the date
      one day prior to such date.

     

    
      	 	
              5.

            	
              Fractional
                Shares.
                In lieu of issuance of a fractional share upon any exercise hereunder,
                the
                Company will pay the cash value of that fractional share, calculated
                on
                the basis of the Exercise Price. 

            


    

     

    
      	 	
              6.

            	
              Legends.
                Prior to issuance of the shares of Common Stock underlying this Warrant,
                all such certificates representing such shares shall bear a restrictive
                legend to the effect that the Shares represented by such certificate
                have
                not been registered under the 1933 Act, and that the Shares may not
                be
                sold or transferred in the absence of such registration or an exemption
                therefrom, such legend to be substantially in the form of the bold-face
                language appearing at the top of Page 1 of this Warrant.
                

            


    

     

    
      	 	
              7.

            	
              Disposition
                of Warrants or Shares.
                The Holder of this Warrant, each transferee hereof and any holder
                and
                transferee of any Shares, by his or its acceptance thereof, agrees
                that no
                public distribution of Warrants or Shares will be made in violation
                of the
                provisions of the Securities Act of 1933, as amended. Furthermore,
                it
                shall be a condition to the transfer of this Warrant that any transferee
                thereof deliver to the Company his or its written agreement to accept
                and
                be bound by all of the terms and conditions contained in this Warrant.
                All
                Warrants issued on transfers or exchanges shall be dated the Date
                of
                Issuance of this Warrant and shall be identical with this Warrant
                except
                as to the number of shares of Warrant Stock issuable pursuant thereto.
                “Warrant
                Stock”
                means Common Stock issuable upon exercise of any Warrant or Warrants
                or
                otherwise issuable pursuant to any Warrant or
                Warrants.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              8.

            	
              Merger
                or Consolidation.
                The Company will not merge or consolidate with or into any other
                corporation, or sell or otherwise transfer its property, assets and
                business substantially as an entirety to another corporation, unless
                the
                corporation resulting from such merger or consolidation (if not the
                Company), or such transferee corporation, as the case may be, shall
                assume
                the performance and observance of this Warrant to be performed and
                observed by the Company.

            


    

     

    
      	 	
              9.

            	
              Notices.
                Any and all notices or other communications or deliveries required
                or
                permitted to be provided hereunder shall be in writing and shall
                be deemed
                given and effective on the earlier of (i) the date of transmission,
                if
                such notice or communication is delivered via facsimile at the facsimile
                telephone number specified for notice prior to 5:00 p.m., eastern
                time, on
                a Trading Day, (ii) the Trading Day after the date of transmission,
                if
                such notice or communication is delivered via facsimile at the facsimile
                telephone number specified for notice later than 5:00 p.m., eastern
                time,
                on any date and earlier than 11:59 p.m., eastern time, on such date,
                (iii)
                the Trading Day following the date of mailing, if sent by overnight
                delivery by a nationally recognized overnight courier service or
                (iv)
                actual receipt by the party to whom such notice is required to be
                given.
                The addresses for such communications shall be with respect to the
                Holder
                of this Warrant or of Warrant Stock issued pursuant hereto, addressed
                to
                such Holder at its last known address or facsimile number appearing
                on the
                books of the Issuer maintained for such purposes, or with respect
                to the
                Issuer, addressed to::

            


    

     

    If
      to the Company:

     

    National
      Realty and Mortgage, Inc.

    c/o
      Daqing Sunway Technology Co., Ltd.

    Daqing
      Hi-Tech Industry Development Zone

    Daqing,
      Helongjiang, Post Code 163316

    People’s
      Republic of China

    Attention:
      Dr. David Wang, CFO

    Tel:
       86-459-6046043

    Fax:
       86-459-6046004

    Email: abc1869@163.com

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    with
      a
      copy (which copy shall not constitute notice to the Issuer) to: 

    


    Guzov
      Ofsink, LLC

    600
      Madison Avenue, 14th Floor

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    Tel.
      No.:
      (212) 371-8008

    Fax
      No.:
      (212) 688-7273

    


    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party hereto.
      Notwithstanding the time of effectiveness of notices set forth in this Section,
      an Election to Purchase shall not be deemed effectively given until it has
      been
      duly completed and submitted to the Company together with this original Warrant
      and payment of the Exercise Price in a manner set forth in this
      Section.

    


    
      	 	
              10.

            	
              Governing
                Law.
                This Warrant shall be governed by and construed in accordance with
                the
                laws of the State of Delaware applicable to contracts made and to
                be
                performed in the State of Delaware.


            


    

     

    
      	 	
              11.

            	
              Successors
                and Assigns.
                This Warrant shall be binding upon and shall inure to the benefit
                of the
                parties hereto and their respective successors and
                assigns.

            


    

     

    
      	 	
              12.

            	
              Headings.
                The headings of various sections of this Warrant have been inserted
                for
                reference only and shall not affect the meaning or construction of
                any of
                the provisions hereof.

            


    

     

    
      	 	
              13.

            	
              Severability.
                If any provision of this Warrant is held to be unenforceable under
                applicable law, such provision shall be excluded from this Warrant,
                and
                the balance hereof shall be interpreted as if such provision were
                so
                excluded.

            


    

     

    
      	 	
              14.

            	
              Modification
                and Waiver.
                This Warrant and any provision hereof may be amended, waived, discharged
                or terminated only by an instrument in writing signed by the Company
                and
                the Holder. 

            


    

     

    
      	 	
              15.

            	
              Specific
                Enforcement.
                The Company and the Holder acknowledge and agree that irreparable
                damage
                would occur in the event that any of the provisions of this Warrant
                were
                not performed in accordance with their specific terms or were otherwise
                breached. It is accordingly agreed that the parties shall be entitled
                to
                an injunction or injunctions to prevent or cure breaches of the provisions
                of this Warrant and to enforce specifically the terms and provisions
                hereof, this being in addition to any other remedy to which either
                of them
                may be entitled by law or equity.

            


    

     

    
      	 	
              16.

            	
              Assignment.
                Subject to prior written approval by the Company, this Warrant may
                be
                transferred or assigned, in whole or in part, at any time and from
                time to
                time by the then Holder by submitting this Warrant to the Company
                together
                with a duly executed Assignment in substantially the form and substance
                of
                the Form of Assignment which accompanies this Warrant, as Exhibit B
                hereto, and, upon the Company’s receipt hereof, and in any event, within
                three (3) business days thereafter, the Company shall issue a warrant
                to
                the Holder to evidence that portion of this Warrant, if any as shall
                not
                have been so transferred or assigned.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (signature
      page immediately follows)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
      manually or by facsimile, by one of its officers thereunto duly
      authorized.

     

    
      	 	 	 
	 	
              NATIONAL
                REALTY AND MORTGAGE, INC.

            
	 
 	 
 	 
 
	
              Date:
                June 5, 2007

            	By:  	
            
	 	
              

              Name: Bo
                Liu

            
	 	Title: Chief
              Executive Officer