NUMBER

                ________-

              	 
      	
                (SEE
      REVERSE SIDE FOR LEGEND)

                THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE
      (DEFINED BELOW)

                 

              	 
      	
                WARRANTS

              


      

    

    CHINA
RESOURCES DEVELOPMENT INC.

    CUSIP G2114T 116

    WARRANT

    
      THIS
CERTIFIES THAT, for value received

      


      is the
registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00
p.m., New York City time, on the five year anniversary of the completion by
China Resources Development Inc., a Cayman Islands company (the “Company”), of
an initial merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one
or more businesses or entities (a “Business Combination”), to purchase one fully
paid and non-assessable Ordinary Share, par value $.001 per share (“Shares”), of
the Company for each Warrant evidenced by this Warrant
Certificate.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on the Company’s completion of a Business Combination
such number of Shares of the Company at the price of $11.50 per share, upon
surrender of this Warrant Certificate and payment of the Warrant Price at the
office or agency of the Warrant Agent, Continental Stock Transfer & Trust
Company, but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock Transfer & Trust
Company.  In no event will the Company be required to net cash settle
any warrant exercise. The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted.   The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised.

      No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.

      Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

      Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

      Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

      The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

      This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

      The
Company reserves the right to call the Warrant at any time prior to its exercise
with a notice of call in writing to the holders of record of the Warrant, giving
30 days’ notice of such call at any time after the Warrant becomes exercisable
if the last sale price of the Shares has been at least $17.50 per share on each
of 20 trading days within any 30 trading day period ending on the third business
day prior to the date on which notice of such call is given.  The call
price of the Warrants is to be $.01 per Warrant.  Any Warrant either
not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no
further value except for the $.01 call price.

    

     


    
      
        
          
            
              	
                      By

                    	 
      	 
      	 
      	 
      
	 
      	
                       

                    	 
      	
                       

                    	 
      
	 
      	
                        Secretary

                    	 
      	
                        Chairman of the
      Board

                    	 
      


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUBSCRIPTION
FORM

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the Ordinary Shares issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name
of

     

    
      
        

      

      (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

    

    
      
        

      

       

      
        
 

      
        
  (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    

     

    and be
delivered to                                                                                            
                                                                

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

     

    
      
        
          
and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

      

    

    


    
      
        
          
            
              
                	
                        Dated:
      _____________________

                      	 
      	 
      
	 
      	
                        (SIGNATURE)

                      	 
      
	 
      	 
      	 
      
	 
      	
                        (ADDRESS)

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        (TAX
      IDENTIFICATION NUMBER)

                      	 
      


              

            

          

        

      

    

    


    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, _______________________ hereby sell, assign, and transfer
unto

     

    
      

    

     (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    
      
 

    
      
 

      
 

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered to                                                                                                             
                                               

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    


    
      
        
          
            	
                    Dated:
      _________________________

                  	
                     

                  	 
      
	 
      	
                    (SIGNATURE)

                  	 
      
	 
      	 
      	 
      


          

        

      

    

    The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the NYSE Amex,
New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.