Execution
        Copy

       

    

    
      

      

    

     

    WARRANT
      INSTRUMENT

     

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    


    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

    


    800,000
      WARRANTS EXPIRING 2010

     

    


     

    April
      12, 2007

     

    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

    

    

      
        	
                Clause

              	 	 	
                Page

              
	
                1.

              	
                INTERPRETATION
                  

              	 	
                1

              
	
                2.

              	
                CONSTITUTION
                  AND FORM OF WARRANTS AND CERTIFICATES 

              	 	
                4

              
	
                3.

              	
                SUBSCRIPTION
                  RIGHTS 

              	 	
                5

              
	
                4.

              	
                LISTING
                  AND REGISTRATION 

              	 	
                5

              
	
                5.

              	
                EXERCISE
                  OF SUBSCRIPTION RIGHTS 

              	 	
                6

              
	
                6.

              	
                
                  [INTENTIONALLY
                    OMITTED] 

                

              	 	
                6

              
	
                7.

              	
                
                  COVENANTS
                    

                

              	 	
                6

              
	
                8.

              	
                WARRANTIES
                  AND UNDERTAKINGS 

              	 	
                7

              
	
                9.

              	
                ADJUSTMENTS
                  

              	 	
                8

              
	
                10.

              	
                
                  [INTENTIONALLY
                    OMITTED] 

                

              	 	
                10

              
	
                11.

              	
                WINDING
                  UP OF THE COMPANY 

              	 	
                10

              
	
                12.

              	
                TRANSFER
                  AND TRANSMISSION OF WARRANTS 

              	 	
                10

              
	
                13.

              	
                MEETINGS
                  OF WARRANTHOLDERS 

              	 	
                11

              
	
                14.

              	
                INFORMATION
                  RIGHTS OF WARRANTHOLDERS 

              	 	
                11

              
	
                15.

              	
                REPLACEMENT
                  CERTIFICATES 

              	 	
                11

              
	
                16.

              	
                NOTICES
                  

              	 	
                12

              
	
                17.

              	
                CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT 1999 

              	 	
                12

              
	
                18.

              	
                GOVERNING
                  LAW AND JURISDICTION 

              	 	
                12

              
	
                SCHEDULE
                  1 FORM
                  OF GLOBAL CERTIFICATE 

              	 	
                15

              
	
                SCHEDULE
                  2 FORM
                  OF INDIVIDUAL CERTIFICATE 

              	 	
                23

              
	
                SCHEDULE
                  3 PROVISIONS
                  AS TO MEETINGS AND RESOLUTIONS OF WARRANTHOLDERS 

              	 	
                30

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      WARRANT INSTRUMENT
      (this
“Instrument”)
      is
      agreed on April 12, 2007 

     

    BETWEEN
      

     

    
      	(1)	
              CHINA
                ARCHITECTURAL ENGINEERING, INC.,
                a
                company incorporated in the State of Delaware whose registered office
                is
                at 2711
                Centerville Road, Suite 400, Wilmington, Delaware 19808, c/o Corporation
                Service Company (the
                “Company”);
                and

            


    

     

    
      	(2)	
              ABN
                AMRO BANK, N.V. (the
                “Subscriber”).
                

            


    

     

    WHEREAS

     

    
      	
              (A)

            	
              The
                Company, by resolution of the Directors (the “Directors’
                Resolution”),
                has been authorised to create and issue warrants to subscribe for
                the
                Warrant Shares (as defined below) on the terms set out in this
                Instrument.

            


    

     

    
      	
              (B)

            	
              All
                the registered holders of shares in the Company have irrevocably
                waived
                all pre-emption rights conferred on them (whether by the Articles
                or
                otherwise) in relation to the issue of Warrants and shares in the
                Company
                pursuant to this Instrument. 

            


    

     

    
      	
              (C)

            	
              The
                Warrants are the subject of an agency agreement dated April 12, 2007
                (as
                amended from time to time, the “Warrant Agency
                Agreement”)
                between the Company and The Bank of New York, London Branch as agent
                (the
                “Agent”
                which expression includes any successor appointed from time to time
                in
                connection with the Warrants) and The Bank of New York in its capacity
                as
                registrar (the “Registrar”,
                which expression shall include any successor registrar appointed
                from time
                to time in connection with the Warrants).


            


    

     

    
      	
              (D)

            	
              Certain
                provisions of these Conditions are summaries of the Warrant Agency
                Agreement and subject to its detailed provisions. The Warrantholders
                are
                bound by, and are deemed to have notice of all the provisions of
                the
                Warrant Agency Agreement applicable to them. Copies of the Warrant
                Agency
                Agreement are available for inspection during normal business hours
                at the
                Specified Office of the Agent. 

            


    

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              In
                this Instrument:

            


    

     

    “Adjustment
      Event”
means
      the occurrence of any of the events or corporate actions in Condition 9
      that are prohibited without the Majority Warrantholders’ consent.

     

    “Affiliate”
means,
      in relation to a person, a Subsidiary or a Holding Company of that person and
      any other Subsidiary of a Holding Company of that person.

     

    “Aggregate
      Subscription Rights”
means
      the Subscription Rights attaching to all Warrants created and issued pursuant
      to
      this Instrument.

     

    “AMEX”
means
      The American Stock Exchange.

     

    “Articles”
means
      the memorandum and articles of association of the Company.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
means
      a
      day (which for these purposes ends at 5.30 pm local time) on which commercial
      banks and foreign exchange markets settle payments and are open for general
      business (including dealing in foreign exchange and foreign currency deposits)
      in New York City and the city or cities in which the specified offices of the
      Agent and Registrar are located other than a Saturday or Sunday.

     

    “Certificate”
in
      relation to a Warrant means a certificate substantially in the form set out
      in
      Schedule 1 evidencing the Subscription Rights and other rights from time to
      time
      vested in the Warrantholder.

     

    “Clearstream”
means
      Clearstream Banking, société anonym.

     

    “Commencement
      Date”
means
      October 12, 2008.

     

    “Common
      Shares”
means
      the shares of common stock of the Company as defined in and having attached
      to
      them the rights and privileges set out in the Articles.

     

    “Conditional
      Notice of Exercise”
means
      any Notice of Exercise the effectiveness of which is subject to a condition
      precedent which (as at the date of determination) has not been
      satisfied.

     

    “Directors”
means
      the members of the board of directors of the Company and “Director”
means
      any one of them. 

     

    “Distribution”
means
      any distribution or payment or benefit given by the Company of its assets,
      profits, reserves or capital to any of its shareholders in their capacity as
      shareholders after the date of this Instrument.

     

    “Effective
      Date”
means
      April 12, 2007.

     

    “Euroclear”
means
      Euroclear Bank S.A./N.A.

     

    “Exercise
      Date”
any
      date on which a Notice of Exercise is effective. 

     

    “Exercise
      Period”
means
      the period from (and including) the Commencement Date to (and excluding) the
      Termination Date. 

     

    “Extraordinary
      Resolution”
has
      the
      meaning given in paragraph 17 of Schedule 3.

     

    “Group”
means
      the Company and its Subsidiaries from time to time.

     

    “Holding
      Company”
means
      a
      company or corporation of which another company or corporation is a
      Subsidiary.

     

    “Liquidation”
means
      a
      dissolution and subsequent liquidation of the Company.

     

    “Listing”
means
      in relation to the Common Shares, a listing of the Common Shares on AMEX or
      any
      Alternative Stock Exchange.

     

    “Majority
      Warrantholders”
means
      the percentage required for the passing of binding resolutions pursuant to
      Paragraph 17 or 19 (as the case may be) of Schedule 3.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Notice
      of Exercise”
in
      relation to a Warrant, means a notice in the form set out as the schedule to
      the
      Certificate for that Warrant.

     

    “Permitted
      Transferee”
means
      any person permitted in accordance with the provisions of Condition
      14.

     

    “PRC”
means
      the People’s Republic of China, excluding for purposes of this Instrument, Hong
      Kong Special Administrative Region, Macau Special Administrative Region and
      islands of Taiwan. 

     

    “Register”
means
      the register of Warrantholders maintained pursuant to Condition 12.

     

    “Specified
      Office”
means,
      with respect to the Agent, 40th Floor, One Canada Square, London, E14 5AL,
      United Kingdom; and with respect the Registrar, 101 Barclay Street, 21st Floor,
      New York, NY 10286, United States of America, , or such other office as may
      be
      designated under the terms of the Warrant Agency Agreement. 

     

    “Subscription
      Price”
means
      US$0.01 per Warrant Share subject to adjustment in accordance with
      Condition 9.

     

    “Subscription
      Rights”
means
      the rights for the time being conferred by a Warrant to subscribe for Warrant
      Shares.

     

    “Subsidiary”
of
      a
      company, corporation, partnership or similar entity means any company,
      corporation, partnership or similar entity:

     

    
      	 	
              (a)

            	
              which
                is controlled, directly or indirectly, by the first-mentioned company,
                corporation, partnership or similar
                entity;

            


    

     

    
      	 	
              (b)

            	
              more
                than half the issued share capital of which is beneficially owned,
                directly or indirectly, by the first-mentioned company, corporation,
                partnership or similar entity; or

            


    

     

    
      	 	
              (c)

            	
              which
                is a Subsidiary of another Subsidiary of the first-mentioned company,
                corporation, partnership or similar
                entity.

            


    

     

    “Termination
      Date”
means
      the earlier to occur of: (1) April 11, 2010; (2) the date on which all
      Subscription Rights have been exercised in full; and (3) the date on which
      all
      Subscription Rights have lapsed in accordance with Conditions 11.3
      hereof.

     

    “Warrant”
means
      each warrant of the Company created and issued under this Instrument including
      all Subscription Rights and other rights conferred by this Instrument and so
      that references to particular Warrants or to a specified number of Warrants
      (whether one or more) at any time are to be construed as a reference to a
      proportion of the Aggregate Subscription Rights represented by the Warrants
      in
      question.

     

    “Warrantholder”
in
      relation to a Warrant, means the person or persons in whose name the Warrant
      is
      registered in the Register.

     

    “Warrantholder’s
      Share”
in
      relation to a Warrantholder, means his portion of the Warrant Shares as shown
      in
      the Register.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Warrant
      Shares”
means
      the number of Common Shares for which 800,000 Warrants are exerciseable
      initially at a ratio of one Warrant for one Warrant Share subject to adjustment
      in accordance with the terms of this Instrument. 

     

    
      	
              1.2

            	
              The
                Schedules form part of this Instrument and shall be construed and
                have the
                same full force and effect as if expressly set out in the body of
                this
                Instrument.

            


    

     

    
      	
              1.3

            	
              In
                this Instrument:

            


    

     

    
      	 	
              (a)

            	
              headings
                are inserted for convenience only and are to be ignored in construing
                this
                Instrument;

            


    

     

    
      	 	
              (b)

            	
              a
                reference to a recital, Condition or Schedule, unless stated otherwise,
                is
                a reference to a recital or Condition of, or a Schedule to, this
                Instrument;

            


    

     

    
      	 	
              (c)

            	
              reference
                to this Instrument or any other document shall be construed as a
                reference
                to this Instrument or that document as in force for the time being
                and as
                amended, varied, supplemented or novated in accordance with its terms
                and
                (where such consent is required by the terms of this Instrument as
                a
                condition to such amendment, variation, supplement or novation being
                made)
                the prior consent of an Extraordinary
                Resolution;

            


    

     

    
      	 	
              (d)

            	
              a
                reference to a “person” shall be construed as a reference to any person,
                firm, company, corporation, government, state or agency of a state
                or any
                association or partnership (whether or not having separate legal
                personality) of two or more of the foregoing;


            


    

     

    
      	 	
              (e)

            	
              a
                reference to “control” with respect to a company, corporation, partnership
                or similar entity means that a person, company, corporation, partnership
                or other entity is able (directly or indirectly) to direct its affairs
                and/or to control the composition of its board of directors or equivalent
                body or to the extent relevant owns (directly or indirectly) a majority
                of
                any voting shares in such company, corporation, partnership or
                entity;

            


    

     

    
      	 	
              (f)

            	
              a
                reference to an enactment includes a reference to that enactment
                as
                re-enacted, amended or extended before the date of this Instrument
                and any
                subordinate legislation made before the date of this Instrument under
                it;
                and

            


    

     

    
      	 	
              (g)

            	
              wherever
                from the context it appears appropriate, each term stated in either
                the
                singular or the plural shall include the singular and the plural.
                

            


    

     

    
      	
              2.

            	
              CONSTITUTION
                AND FORM OF WARRANTS AND
                CERTIFICATES

            


    

     

    
      	
              2.1

            	
              On
                the Effective Date, in exchange for US$0.0001 per Warrant, the receipt
                and
                sufficiency of which are hereby acknowledged, the Company agrees
                to issue
                800,000 Warrants to the Subscriber and provide to the Subscriber
                on that
                day the Certificate evidencing such Warrants required under Condition
                2.6
                below. 

            


    

     

    
      	
              2.2

            	
              Pursuant
                to the Directors’
                Resolution, the Company grants the right, exercisable on the terms
                and
                subject to the
                conditions set out in this Instrument, the Articles and applicable
                law,
                for each Warrantholder to subscribe in cash at the Subscription Price
                per
                Warrant Share for the number of Warrant Shares equal to the
                Warrantholder’s
                Share. 

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              The
                Company agrees to comply with the provisions of this Instrument and
                specifically, but without limitation, give effect to all Subscription
                Rights.

            


    

     

    
      	
              2.4

            	
              This
                Instrument shall inure to the benefit of the Warrantholders and their
                subsequent successors or assignees.


            


    

     

    
      	
              2.5

            	
              The
                Warrants are to be in registered form and are to be transferable
                in
                accordance with Condition 12. The Warrants are issued subject to
                the
                Articles and otherwise on the terms of this Instrument which are
                binding
                upon the Company and each Warrantholder and all persons claiming
                through
                them.

            


    

     

    
      	
              2.6

            	
              Entitlement
                to the Subscription Rights and other rights attaching to the Warrants
                held
                by a Warrantholder are to be evidenced by the issue to the Warrantholder
                of a Certificate.

            


    

     

    Warrants
      are being issued to Warrantholders outside the United States in reliance on
      Regulation S under the U.S. Securities Act 1933, as amended (the “Securities
      Act”) and will be represented by a Global Certificate. The Global Certificate
      will be deposited with, and registered in the name of a nominee for, a common
      depositary for Euroclear and Clearstream. 

     

    Ownership
      of beneficial interests in the Global Certificate will be limited to persons
      that have accounts with Euroclear or Clearstream or persons that may hold
      interests through such participants. Beneficial interests in the Global
      Certificate will be shown on, and transfers thereof will be effected through,
      records maintained in book-entry form by Euroclear, Clearstream and their
      participants as applicable. The Global Certificate will be exchangeable for
      Warrant Certificates in definitive form only in certain limited
      circumstances.

     

    
      	
              3.

            	
              SUBSCRIPTION
                RIGHTS

            


    

     

    
      	
              3.1

            	
              The
                Warrants shall vest on the Effective
                Date.

            


    

     

    
      	
              3.2

            	
              The
                Warrants shall lapse on the Termination
                Date.

            


    

     

    
      	
              4.

            	
              LISTING
                AND REGISTRATION

            


    

     

    
      	
              4.1

            	
              The
                Company hereby covenants to:

            


    

     

    
      	 	
              (a)

            	
              list
                the Warrant Shares on AMEX or any Alternative Stock Exchange within
                365
                days of the Effective Date; 

            


    

     

    
      	 	
              (b)

            	
              register
                the Warrant Shares on an effective 1933 Act registration statement
                with
                the United States Securities and Exchange Commission on or prior
                to the
                Commencement Date; and

            


    

     

    
      	 	
              (c)

            	
              keep
                such registration statement effective and maintain such AMEX or any
                Alternative Stock Exchange listing until thirty (30) days after the
                Termination Date.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              EXERCISE
                OF SUBSCRIPTION RIGHTS

            


    

     

    
      	
              5.1

            	
              The
                Subscription Rights may be exercised in whole or in part on any one
                or
                more Business Days during the Exercise
                Period.

            


    

     

    
      	
              5.2

            	
              The
                Subscription Rights conferred by a Warrant may be exercised by the
                Warrantholder completing and duly executing a Notice of Exercise
                and
                lodging the relevant Certificate (with the relevant Notice of Exercise
                attached) at the Specified Office of the Agent together with a remittance
                for the total Subscription Price of the Warrant Shares in respect
                of which
                Subscription Rights are to be
                exercised.

            


    

     

    
      	
              5.3

            	
              Once
                lodged in accordance with Condition 5.2, a Notice of Exercise is
                (except
                to the extent specified in this Condition) irrevocable.
                

            


    

     

    
      	
              5.4

            	
              Subject
                to the Articles and compliance with any applicable law, regulatory
                requirement, judgment, order or decree, Warrant Shares shall be allotted,
                issued to and registered in the name of the Warrantholder or any
                Affiliate
                of the Warrantholder nominated by the Warrantholder in the relevant
                Notice
                of Exercise no later than 10 days after the Exercise
                Date.

            


    

     

    
      	
              5.5

            	
              Warrant
                Shares shall:

            


    

     

    
      	 	
              (a)

            	
              be
                allotted and issued fully paid;

            


    

     

    
      	 	
              (b)

            	
              rank
                pari
                passu
                in
                all respects from the effective date of issue with the shares of
                common
                stock of the Company then in issue;

            


    

     

    
      	 	
              (c)

            	
              be
                entitled to all dividends and Distributions paid on any date or by
                reference to any date on or after the Exercise Date or in the event
                of a
                Conditional Notice of Exercise on or after the date on which the
                condition
                is fully satisfied;

            


    

     

    
      	 	
              (d)

            	
              be
                issued in the form in force as at the date of this Instrument; and
                

            


    

     

    
      	 	
              (e)

            	
              otherwise
                have the rights and privileges prescribed in the
                Articles.

            


    

     

    
      	
              5.6

            	
              If
                Warrants are exercised or transferred (in accordance with Condition
                12) in
                respect of part only of a Warrantholder’s
                Share while any Subscription Rights remain, the Company shall issue
                a new
                Certificate for the balance of the Warrantholder’s
                Share.

            


    

     

    
      	
              5.7

            	
              No
                fraction of a Warrant Share shall be issued on the exercise of a
                Warrant
                but, if more than one Warrant is exercised at the same time by the
                same
                Warrantholder, then, for the purpose of determining the number of
                Warrant
                Shares to be issued and whether any (and if so, what) fraction of
                a
                Warrant Share arises, the number of Warrant Shares arising on the
                exercise
                of each Warrant (including, for this purpose, fractions) shall be
                first
                aggregated.

            


    

     

    
      	
              6.

            	
              [Intentionally
                Omitted]

            


    

     

    
      	
              7.

            	
              
                COVENANTS

              

            


    

     

    
      	
              7.1

            	
              The
                Company agrees to pay (a) any and all stamp or other similar documentary
                taxes or duties (including any interest and penalties thereon or
                in
                connection therewith) payable in connection with the authorisation,
                issuance or delivery of the Warrants or any Warrant Shares, and the
                execution, delivery and performance of the Warrant Agency Agreement
                and
                this Instrument; and (b) any value added tax payable in connection
                with
                the commissions or other amounts payable or allowed under the Warrant
                Agency Agreement, this Instrument and the Company shall indemnify
                promptly
                upon demand the Subscriber and any other Warrantholders against any
                liabilities, losses, costs, expenses (including, without limitation,
                legal
                fees and value added tax thereon) and claims, actions or demands
                which it
                may incur as a result of or arising out of or in relation to any
                failure
                to pay or delay in paying any of the
                same.

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              While
                the Warrants are outstanding the Company
                will:

            


    

     

    
      	 	
              (a)

            	
              Keep
                available for issue and free from pre-emptive rights, out of its
                authorised but unissued share capital such number of Common Shares
                as will
                enable the Warrant Shares to be satisfied in full as and when the
                Subscription Rights may be exercised;
                and

            


    

     

    
      	 	
              (b)

            	
              Ensure
                that the directors of the Company have all necessary authorisations
                to
                allot such Common Shares at any time.


            


    

     

    
      	
              8.

            	
              WARRANTIES
                AND UNDERTAKINGS

            


    

     

    On
      the
      date of this Instrument, the Effective Date, the date of any transfer or
      transmission of Warrants in accordance with Condition 12 and any Exercise Date,
      the Company represents and warrants to the Warrantholders and undertakes to
      procure that:

     

    
      	 	
              (a)

            	
              it
                is a corporation duly organised under the laws of its jurisdiction
                of
                incorporation with power to enter into this Instrument and to exercise
                its
                rights and perform its obligations hereunder and all corporate and
                other
                action (other than the passing of any applicable shareholders resolution
                on exercise of the Warrants) required to authorise its execution
                of this
                Instrument and its performance of its obligations hereunder have
                been duly
                taken;

            


    

     

    
      	 	
              (b)

            	
              all
                the registered holders of Common Shares in the Company have irrevocably
                waived all pre-emption rights conferred on them (whether by the Articles
                or otherwise) in relation to the issue of Warrants and Common Shares
                in
                the Company pursuant to this
                Instrument;

            


    

     

    
      	 	
              (c)

            	
              in
                any proceedings (whether arbitration or otherwise) taken in the United
                States or the PRC in relation to this Instrument, the choice of English
                law as the governing law of this Instrument and any arbitral award
                with
                respect to this Instrument obtained in the United Kingdom will be
                recognised and enforced in the United States or the PRC, after compliance
                with the applicable procedural rules in the United States or the
                PRC, as
                the case may be;

            


    

     

    
      	 	
              (d)

            	
              the
                Company’s use of the proceeds from the exercise of any Warrants will not
                conflict with, or result in a breach or violation of Rules and Regulations
                enforced by the Office of Foreign Assets Control of the U.S. Department
                of
                the Treasury (the “OFAC
                Regulations”)
                by any of the parties to this Instrument and neither the Company
                nor any
                of its subsidiaries nor any director, officer, agent or employee
                of any of
                them, has been designated a sanctioned person under the OFAC Regulations;
                

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              neither
                the Company nor any of its subsidiaries is or will be an open-end
                investment company, unit investment trust or face-amount certificate
                company that is or is required to be registered under Section 8 of
                the US
                Investment Company Act of 1940;

            


    

     

    
      	 	
              (f)

            	
              the
                Warrants, upon issue, will be issued to the Warrantholder in accordance
                with the constitution documents of the Company and any Warrant Shares
                to
                be allotted and issued upon exercise of the Warrants will rank
                pari
                passu
                in
                all respects inter
                se
                and with all other Common Shares then in
                issue;

            


    

     

    
      	 	
              (g)

            	
              each
                of the Warrants has been duly authorised by the Company and, when
                duly
                executed, issued and delivered in accordance with this Instrument
                will
                constitute valid, legally binding and enforceable obligations of
                the
                Company;

            


    

     

    
      	 	
              (h)

            	
              each
                of the Warrants and the Warrant Shares into which the Warrants are
                exercisable will, when issued, be free of all options, rights of
                pre-emption, rights to acquire, mortgages, charges, pledges, liens
                or
                other forms of security or encumbrances on, over or effecting any
                of them
                and no person is or shall be entitled to any of the
                foregoing;

            


    

     

    
      	 	
              (i)

            	
              it
                has the requisite power to and is and will at all relevant times
                be
                entitled to issue and sell each of the Warrants and the Warrant Shares
                into which the Warrants are exercisable under the terms set out herein;
                and

            


    

     

    
      	 	
              (j)

            	
              this
                Instrument has been duly authorized, executed and delivered by the
                Company
                and constitutes binding obligations on the Company in accordance
                with its
                terms.

            


    

     

    
      	
              9.

            	
              ADJUSTMENTS

            


    

     

    
      	
              9.1

            	
              The
                number of Warrant Shares issuable upon exercise of a Warrant (or
                any
                shares or other securities or property receivable or issuable upon
                exercise of a Warrant) and the Subscription Price are subject to
                adjustment upon occurrence of the following
                events:

            


    

     

    
      	 	
              (a)

            	
              The
                Subscription Price of a Warrant shall be proportionally decreased
                and the
                number of Warrant Shares issuable upon exercise of a Warrant (or
                any
                shares or other securities at the time issuable upon exercise of
                a
                Warrant) shall be proportionally increased to reflect any share split
                or
                subdivision of the Common Shares. The Subscription Price of a Warrant
                shall be proportionally increased and the number of Warrant Shares
                issuable upon exercise of a Warrant (or any shares or other securities
                at
                the time issuable upon exercise of a Warrant) shall be proportionally
                decreased to reflect any combination of the Common
                Shares.

            


    

     

    
      	 	
              (b)

            	
              In
                case the Company shall make or issue, or shall fix a record date
                for the
                determination of eligible holders entitled to receive, a dividend
                or other
                distribution with respect to the Common Shares (or any shares or
                other
                securities at the time issuable upon exercise of the Warrant) payable
                in
                (a) shares or other securities of the Company or (b) assets,
                then, in each such case, a Warrantholder on exercise of a Warrant
                at any
                time after the consummation, effective date or record date of such
                dividend or other distribution, shall receive, in addition to the
                Common
                Shares (or such other shares or securities) issuable on such exercise
                prior to such date, and without the payment of additional consideration
                therefor, the shares or such other assets of the Company to which
                such
                Warrantholder would have been entitled upon such date if such
                Warrantholder had exercised such Warrant on the date hereof and had
                thereafter, during the period from the date hereof to and including
                the
                date of such exercise, retained such shares and/or all other additional
                shares available to it as aforesaid during such period giving effect
                to
                all adjustments called for by this Condition
                9.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              If
                the Company, by reclassification of shares or otherwise, shall change
                any
                of the shares as to which purchase rights under a Warrant exist into
                the
                same or a different number of shares of any other class or classes,
                a
                Warrant shall thereafter represent the right to acquire such number
                and
                kind of shares as would have been issuable as the result of such
                change
                with respect to the shares that were subject to the purchase rights
                under
                a Warrant immediately prior to such reclassification or other change
                and
                the Subscription Price therefore shall be equitably adjusted, all
                subject
                to further adjustment as provided in this Condition
                9.

            


    

     

    
      	 	
              (d)

            	
              In
                case of any reorganization of the capital shares of the Company (other
                than a combination, reclassification or subdivision of shares otherwise
                provided for herein), or any merger or consolidation of the Company
                with
                or into another corporation, or the sale of all or substantially
                all the
                assets of the Company then, and in each such case, as a part of such
                reorganization, merger, consolidation, sale or transfer, lawful provision
                shall be made so that a Warrantholder shall thereafter be entitled
                to
                receive, upon exercise of a Warrant, during the period specified
                herein
                and upon payment of the Subscription Price then in effect, the number
                of
                shares or other securities or property of the successor corporation
                resulting from such reorganization, merger, consolidation, sale or
                transfer that a holder of the Common Shares deliverable upon exercise
                of a
                Warrant would have been entitled to receive in such reorganization,
                consolidation, merger, sale or transfer if such Warrant had been
                exercised
                immediately before such reorganization, merger, consolidation, sale
                or
                transfer, all subject to further adjustment as provided in this Condition
                9. The foregoing provisions of this Condition 9.1(d) shall similarly
                apply
                to successive reorganizations, consolidations, mergers, sales and
                transfers and to the shares or securities of any other corporation
                that
                are at the time receivable upon the exercise of a Warrant. If the
                per-share consideration payable to a Warrantholder for shares in
                connection with any such transaction is in a form other than cash
                or
                marketable securities, then the value of such consideration shall
                be
                determined in good faith by the Company’s Board of Directors. In all
                events, appropriate adjustment (as determined in good faith by the
                Company’s Board of Directors) shall be made in the application of the
                provisions of the Warrants with respect to the rights and interests
                of the
                Warrantholder after the transaction, to the end that the provisions
                of the
                Warrants shall be applicable after that event, as near as reasonably
                may
                be, in relation to any shares or other property deliverable after
                that
                event upon exercise of a Warrant.

            


    

     

    
      	
              9.2

            	
              In
                each case of any adjustment in the Subscription Price, or number
                or type
                of shares issuable upon exercise of a Warrant, the chief financial
                officer
                (or any person of an equivalent position) of the Company shall compute
                such adjustment in accordance with the terms of the Warrants and
                prepare a
                certificate setting forth such adjustment and showing in detail the
                facts
                upon which such adjustment is based, including a statement of the
                adjusted
                Subscription Price. The Company shall promptly send (by facsimile
                or
                electronic mail, and by either first class mail, postage prepaid
                or
                overnight delivery) a copy of each such certificate to each
                Warrantholder.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              [Intentionally
                Omitted]

            


    

     

    
      	
              11.

            	
              WINDING
                UP OF THE COMPANY

            


    

     

    
      	
              11.1

            	
              The
                Warrantholders shall be (i) notified by the Company of and invited
                to
                attend any general shareholder’s
                meeting of the Company having on its agenda the possible voluntary
                winding
                up or dissolution of the Company by operation of law, and (ii) notified
                by
                the Company as soon as reasonably practicable of any order of involuntary
                winding up or dissolution of the
                Company.

            


    

     

    
      	
              11.2

            	
              In
                the event of a winding up or dissolution of the Company,
                each Warrantholder shall be deemed to have exercised all Warrants
                held by
                it and it shall be treated as if it had been a holder of Warrant
                Shares
                equal to the entitlement under its Subscription Rights prior to any
                order
                or resolution for the winding up or dissolution of the Company and
                to
                receive out of the proceeds of the reimbursement of the
                Company’s
                share capital and the distribution of any liquidation surplus any
                sum to
                which it is entitled to as the holder of those Warrant Shares (or
                would be
                entitled if the Warrantholder’s
                Subscription Rights had been so
                exercised).

            


    

     

    
      	
              11.3

            	
              Subject
                to compliance with this Condition 11 the Warrants and the Subscription
                Rights shall lapse on liquidation of the
                Company.

            


    

     

    
      	
              12.

            	
              TRANSFER
                AND TRANSMISSION OF
                WARRANTS

            


    

     

    
      	
              12.1

            	
              The
                Company shall cause a register (the “Register”)
                to be kept at the specified office of the Registrar in which will
                be
                entered the names and addresses of the Warrantholders and the particulars
                of the Warrants held by them and all transfers and any exercise of
                the
                Warrants.

            


    

     

    
      	
              12.2

            	
              Warrants
                may, subject to the terms of the Warrant Agency Agreement and to
                the
                Conditions below be transferred in whole or in part in an authorised
                denomination by lodging the relevant Warrant Certificate (with the
                form of
                application for transfer in respect thereof duly executed and duly
                stamped
                where applicable) at the specified office of the Registrar or
                Agent.

            


    

     

    
      	
              12.3

            	
              No
                transfer of a Warrant will be valid unless and until entered on the
                Register. A Warrant may be registered only in the name of, and transferred
                only to, a named person (or persons, not exceeding four in
                number).

            


    

     

    
      	
              12.4

            	
              The
                Registrar will within five Business Days (as defined below) of any
                duly
                made application for the transfer of a Warrant, deliver a new Warrant
                Certificate to the transferee (and, in the case of a transfer of
                part only
                of a Warrant, deliver a Warrant Certificate for the untransferred
                balance
                to the transferor), at the specified office of the Registrar, or
                (at the
                risk and, if mailed at the request of the transferee or, as the case
                may
                be, the transferor otherwise than by ordinary mail, at the expense
                of the
                transferee or, as the case may be, the transferor) mail the Warrant
                by
                insured mail to such address as the transferee or, as the case may
                be, the
                transferor may request.

            


    

     

    
      	
              12.5

            	
              Any
                transfer will be effected without charge subject to (i) the person
                making such application for transfer paying or procuring the payment
                of
                any taxes, duties and other governmental charges in connection therewith,
                (ii) the Registrar being satisfied with the documents of title and/or
                identity of the person making the application and (iii) such
                reasonable regulations as the Company may from time to time agree
                with the
                Registrar and the Agent.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              12.6

            	
              Neither
                the Company nor the Registrar will be required to register the transfer
                of
                any Warrant (or part thereof) following the Exercise Date with respect
                to
                such Warrant, except to the extent any unexercised Subscription Rights
                may
                be transferred (and in that case the transfer may be registered instead
                of
                or after issuance of a new Certificate showing the balance of such
                Warrantholder’s
                Share).

            


    

     

    
      	
              12.7

            	
              All
                transfers of Warrants and entries on the Register will be made subject
                to
                the detailed regulations concerning transfer of Warrants in the Warrant
                Agency Agreement. The regulations may be changed by the Company to
                reflect
                changes in legal requirements or in any other manner which is not
                prejudicial to the interests of Warrantholders with the prior approval
                of
                the Registrar and the Agent.

            


    

     

    
      	
              13.

            	
              MEETINGS
                OF WARRANTHOLDERS

            


    

     

    
      	
              13.1

            	
              The
                provisions of Schedule 3 apply in relation to meetings of Warrantholders.
                

            


    

     

    
      	
              13.2

            	
              Any
                right for the time being attached to the Warrants (including the
                Subscription Rights) may from time to time (whether or not the Company
                is
                being wound up) be altered or abrogated at the instigation or with
                the
                approval of the Company with the prior sanction of the Majority
                Warrantholders.

            


    

     

    
      	
              14.

            	
              INFORMATION
                RIGHTS OF WARRANTHOLDERS

            


    

     

    
      	
              14.1

            	
              The
                Company shall send to each Warrantholder a copy of its annual report,
                annual audited accounts and all documents required by law to be annexed
                to
                it and copies of each statement, notice or circular issued to the
                holders
                of Common Shares concurrently with the issue of such documents to
                such
                holders. 

            


    

     

    
      	
              14.2

            	
              The
                Warrantholders shall be entitled to attend all meetings of the Company's
                shareholders are but shall not be entitled to vote in their capacity
                as
                Warrantholders.

            


    

     

    
      	
              14.3

            	
              Each
                Warrantholder shall keep confidential any information received by
                it in
                its capacity as a Warrantholder which is of a confidential nature,
                provided however that a Warrantholder may disclose any such information:
                

            


    

     

    
      	 	
              (a)

            	
              to
                an actual or potential assignee or transferee, or their advisers
                subject
                to such person undertaking a duty of confidentiality to the Company
                on
                similar terms; or

            


    

     

    
      	 	
              (b)

            	
              to
                the extent the information is already in the public domain; or
                

            


    

     

    
      	 	
              (c)

            	
              if
                required by law, any court or other proceedings, or any regulatory
                or other governmental authority; or

            


    

     

    
      	 	
              (d)

            	
              to
                its advisers in connection with any action or proposed or contemplated
                action under or pursuant to this
                Instrument.

            


    

     

    
      	
              15.

            	
              REPLACEMENT
                CERTIFICATES

            


    

     

    If
      a
      Certificate is mutilated, defaced, lost, stolen or destroyed, it will be
      replaced at the specified office of the Registrar or the Agent upon payment
      by
      the claimant of such reasonable costs as may be incurred in connection with
      that
      replacement and on such terms as to evidence and indemnity as the Company may
      reasonably require. A mutilated or defaced Certificate shall be surrendered
      before a replacement is issued. Any issue of a new Certificate pursuant to
      this
      Condition shall be noted by the Registrar with full particulars on the Register,
      including details of any indemnity required in relation thereto.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              NOTICES

            


    

     

    Each
      notice to Warrantholders required for the purposes of any provision of this
      Instrument shall be given in accordance with the Articles as if the
      Warrantholder was a shareholder of the Company.

     

    So
      long as any of the Warrants are represented by the Global Certificate, notices
      required to be given to Warrantholders holding Warrants represented by such
      Global Certificate in accordance with this Condition may be given by delivery
      of
      the relevant notice to the Euroclear operator and Clearstream (as if the
      Warrantholders) for communication by them to the relevant accountholders.


     

    
      	
              17.

            	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT
                1999

            


    

     

    A
      person
      other than a Warrantholder who is not a party to this Instrument shall have
      no
      rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
      term of this Instrument. This Condition does not affect any right or remedy
      of
      any person which exists or is available otherwise than pursuant to that Act.
      

     

    
      	
              18.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              18.1

            	
              This
                Instrument and the Warrants are governed by, and construed in accordance
                with, English law.

            


    

     

    
      	
              18.2

            	
              The
                Company and each Shareholder irrevocably agrees for the benefit of
                each of
                the Warrantholders that the courts of England shall have exclusive
                jurisdiction to hear and determine any suit, action or proceedings,
                and to
                settle any disputes, which may arise out of or in connection with
                this
                Instrument (respectively “Proceedings”
                and “Disputes”)
                and, for such purposes, irrevocably submits to the jurisdiction of
                such
                courts.

            


    

     

    
      	
              18.3

            	
              The
                Company and each Shareholder irrevocably
                waives any objection which it might now or hereafter have to Proceedings
                being brought or Disputes settled in the courts of England and agrees
                not
                to claim that any such court is an inconvenient or inappropriate
                forum.

            


    

     

    
      	
              18.4

            	
              The
                submissions to the jurisdiction of the courts of England shall not
                (and
                shall not be construed so as to) limit the right of the Warrantholders
                or
                any of them to take Proceedings against any of the Company or the
                Shareholders in any other court of competent jurisdiction nor shall
                the
                taking of Proceedings in any one or more jurisdictions preclude the
                taking
                of Proceedings in any other jurisdiction (whether concurrently or
                not) if
                and to the extent permitted by applicable
                law.

            


    

     

    
      	
              18.5

            	
              The
                Company and each Shareholder hereby consents generally in respect
                of any
                Proceedings to the giving of any relief or the issue of any process
                in
                connection with such Proceedings including the making, enforcement
                or
                execution against any property whatsoever (irrespective of its use
                or
                intended use) of any order or judgment which may be made or given
                in such
                Proceedings.

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
              18.6

            	
              The
                Company and each Shareholder agrees that the Warrantholders or any
                of them
                may elect by written notice that any Dispute shall be finally settled
                by
                arbitration in accordance with the Rules of the London Court of
                International Arbitration (the “LCIA”)
                as at present in force and as modified by this Condition 18.6 (the
                “Rules”),
                which Rules shall be deemed incorporated in this Instrument. The
                number of
                arbitrators shall be three. The parties may nominate and the LCIA
                Court
                may appoint arbitrators from among the nationals of any country,
                whether
                or not a party is a national of that country. Each arbitrator appointed
                shall be an attorney experienced in international securities transactions.
                The seat of arbitration shall be London, England and the language
                of
                arbitration shall be English. Sections 45 and 69 of the Arbitration
                Act
                1996 shall not apply.

            


    

     

    
      	
              18.7

            	
              Without
                prejudice to any other mode of service allowed under any relevant
                law, the
                Company and each Shareholder: 

            


    

     

    
      	 	
              (a)

            	
              irrevocably
                appoints The
                London Law Agency of 69 Southampton Row, London WC1B 4ET, United
                Kingdom,
                as its agent for service of process in relation to any Proceedings
                before
                the English courts in connection with this Instrument; and
                

            


    

     

    
      	 	
              (b)

            	
              agrees
                that failure by a process agent to notify the Company or that Shareholder
                of any Proceedings will not invalidate the Proceedings
                concerned

            


    

     

    
      	
              18.8

            	
              To
                the extent that the Company may in any jurisdiction claim for itself
                or
                its assets or revenues immunity from suit, execution, attachment
                (whether
                in aid of execution, before judgment or otherwise) or other legal
                process
                and to the extent that in any such jurisdiction there may be attributed
                to
                itself or its assets or revenues such immunity (whether or not claimed),
                such person hereby irrevocably agrees not to claim and hereby irrevocably
                waives such immunity to the full extent permitted by the laws of
                such
                jurisdiction.

            


    

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS whereof
      this Instrument has been executed as an agreement on the date first above
      written.

    

      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                The
                  Company 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                CHINA
                  ARCHITECTURAL ENGINEERING, INC. 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                By:
                  

              	
                /s/ Luo
                  Ken Yi

              	
                 

              	
                 

              	 
	
                 

              	
                
                  

                

                Name:
                  Luo Ken Yi

              	
                 

              	
                 

              	 
	
                 

              	
                Title:
                  Chief Executive Officer, Chief Operating Officer and Chairman of
                  the
                  Board

              	
                 

              	
                 

              	 


      

      


      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                The
                  Subscriber

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                ABN
                  AMRO BANK N.V. 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                By:

              	[SIGNATURE
                OF
                AUTHORIUZED PERSON] 	
                 

              	
                 

              	 
	
                 

              	
                
                  

                

                Name:

              	
                 

              	
                 

              	 
	
                 

              	
                Title:

              	
                 

              	
                 

              	 


      

    

     

    Signature
      Page of 

    
      Warrant
        Instrument

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      1

     

    FORM
      OF GLOBAL CERTIFICATE

     

    ISIN:                 
       ●

    Common
      Code: ●

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    (Incorporated
      under the laws of the State of Delaware)

     

    Warrants
      to Subscribe for Warrant Shares

     

    GLOBAL
      CERTIFICATE

     

    
      	
              1.

            	
              Introduction:
                This Global Certificate is issued in respect of 800,000 Warrants
                (the
                “Warrants”)
                of China Architectural Engineering, Inc. (the “Issuer”).
                

            


    

     

    The
      Warrants are constituted under a Warrant Instrument dated [·]
      2007
      (the “Instrument”),
      and
      are the subject of an agency agreement dated [·],
      2007
      (as amended or supplemented from time to time, the “Agency
      Agreement”)
      and
      made between the Issuer, The Bank of New York, as registrar (the “Registrar”,
      which
      expression includes any successor registrar appointed from time to time in
      connection with the Warrants), and The Bank of New York, London Branch as agent
      (the “Agent”,
      which
      expression includes any successor agents appointed from time to time in
      connection with the Warrants). Terms not defined herein shall have the meaning
      specified in the Instrument.

     

    
      	
              2.

            	
              References
                to Conditions:
                Any reference herein to the “Conditions”
                is to the terms and conditions of the Warrants and any reference
                to a
                numbered “Condition”
                is to the correspondingly numbered provision thereof.
                

            


    

     

    
      	3.	
              Registered
                holder:
                This is to certify that:

            


    

     

    [The
      Bank
      of New York Depositary (Nominees) Limited] is the person registered in the
      register maintained by the Registrar in relation to the Warrants (the
“Register”)
      as the
      duly registered holder (the “Holder”)
      of:


     

    800,000

     

    WARRANTS

     

    granting
      the right to subscribe in cash for fully paid Warrant Shares at the Subscription
      Price per Warrant set out below subject to the Issuer’s By-laws and otherwise on
      the terms and conditions set out in the Instrument.

    

      
        	
                Subscription
                  Price

              	 
	
                payable
                  on exercise:

              	
                US$0.01
                  per Warrant Share, subject to adjustment as set out in the
                  Instrument.

              


      

    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Promise
                of the Issuer: The
                Issuer, for value received, hereby promises to give effect to all
                Subscription Rights all subject to and in accordance with the
                Conditions.

            


    

     

    
      	
              5.

            	
              Transfers
                in Whole: Transfers
                of this Global Certificate shall be limited to transfers in whole,
                but not
                in part, to nominees of a common depositary for Euroclear Bank S.A./N.V.,
                as operator of the Euroclear System (“Euroclear”)
                and Clearstream Banking, société anonyme (“Clearstream,
                Luxembourg”)
                or to a successor of such common depositary or to such successor’s
                nominee.

            


    

     

    
      	
              6.

            	
              Exchange
                for Individual Warrant Certificates: This
                Global Certificate will be exchanged in whole (but not in part) for
                duly
                authenticated and completed individual Warrant certificates (“Individual
                Warrant Certificates”)
                in substantially the form (subject to completion) set out in
                Schedule 2 to the Instrument if Euroclear and/or Clearstream is
                closed for business for a continuous period of fourteen (14) days
                (other than by reason of legal holidays) or announces an intention
                permanently to cease business.

            


    

     

    Such
      exchange shall be effected in accordance with paragraph 7 (Delivery
      of Individual Warrant Certificates).
      The
      Issuer shall notify the Holder of the occurrence of any of the events specified
      above as soon as practicable thereafter.

     

    
      	
              7.

            	
              Delivery
                of Individual Warrant Certificates: Whenever
                this Global Certificate is to be exchanged for Individual Certificates,
                such Individual Certificates shall be issued in an aggregate number
                of
                Warrants equal to the number of Warrants represented by this Global
                Certificate within five (5) business days of the delivery, by or on
                behalf of the Holder, Euroclear and/or Clearstream to the Registrar
                of
                such information as is required to complete and deliver such Individual
                Certificates (including, without limitation, the names and addresses
                of
                the persons in whose names the Individual Certificates are to be
                registered and the number of Warrants held by such person) against
                the
                surrender of this Global Warrant Certificate at the Specified Office
                (as
                defined in the Conditions) of the Registrar. Such exchange shall
                be
                effected in accordance with the provisions of the Agency Agreement
                and the
                regulations concerning the transfer and registration of Warrants
                scheduled
                thereto and, in particular, shall be effected without charge to any
                Holder, but against such indemnity as the Registrar may require in
                respect
                of any tax or other duty of whatsoever nature which may be levied
                or
                imposed in connection with such exchange. In this paragraph, “business day”
                means a day on which commercial banks are open for business
                (including dealings in foreign currencies) in the city in which the
                Registrar has its Specified Office.

            


    

     

    
      	
              8.

            	
              Conditions
                apply: Save
                as otherwise provided herein, the Holder of this Individual Certificate
                shall have the benefit of, and be subject to, the Conditions and,
                for the
                purposes of this Individual Certificate, any reference in the Conditions
                to “Certificate”
                or “Certificates”
                shall, except where the context otherwise requires, be construed
                so as to
                include this Individual
                Certificate.

            


    

     

    
      	
              9.

            	
              Notices:
                Notwithstanding
                Condition 6 (Notices),
                so long as this Global Certificate is held on behalf of Euroclear
                and/or
                Clearstream or any other clearing system (an “Alternative
                Clearing System”),
                notices to Holders of Warrants represented by this Global Certificate
                (“Warrantholders”)
                may be given by delivery of the relevant notice to Euroclear and/or
                Clearstream or (as the case may be) such Alternative Clearing
                System.

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Meetings:
                The
                Holder of this Global Certificate shall be treated at any meeting
                of
                Warrantholders as having one (1) vote in respect of each Warrant
                for which
                this Global Certificate may be
                exchanged.

            


    

     

    
      	
              11.

            	
              Contracts
                (Rights of Third Parties) Act 1999: No
                rights are conferred on any person under the Contracts (Rights of
                Third
                Parties) Act 1999 to enforce any term of this Global Certificate
                but this
                does not affect any right or remedy of a third party which exists
                or is
                available from that Act.

            


    

     

    
      	
              12.

            	
              Payment:
                Delivery
                of Warrant Shares in respect of Warrants represented by this Global
                Certificate will be made against presentation for endorsement and
                if no
                further delivery of Warrant Shares falls to be made in respect of
                any
                Warrants, surrender of this Global Certificate at the Specified Office
                of
                any Agent.

            


    

     

    
      	
              13.

            	
              Determination
                of entitlement: This
                Global Certificate is evidence of entitlement only and is not a document
                of title. Entitlements are determined by the Register and only the
                Holder
                is entitled to deliver the Warrant Shares in respect of this Global
                Certificate.

            


    

     

    
      	
              14.

            	
              Authentication:
                This
                Global Certificate shall not be valid for any purpose until it has
                been
                authenticated for and on behalf of The Bank of New York, as
                registrar.

            


    

     

    
      	
              15.

            	
              Governing
                law: This
                Global Certificate is governed by, and shall be construed in accordance
                with, English law.

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    AS
      WITNESS the
      manual or facsimile signature of a duly authorised person on behalf of the
      Issuer.

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

     

    
      	 	 	 	 	 
	
              By: 

            	
            	 	 	
            
	 	
              
[manual
              or facsimile signature]	 	 	
            
	 	
              (duly
                authorised)

            	 	 	
            


    

     

    ISSUED
      on [·],
      2007

    
      	 	 	 	 	 
	
              AUTHENTICATED
                for and on behalf of

              THE
                BANK OF NEW YORK

              as
                registrar without recourse, warranty

              or
                liability  

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By: 

            	
            	 	 	
            
	 	
              

              [manual
                signature]

            	 	 	
            
	 	
              (duly
                authorised)

            	 	 	
            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    FORM
      OF TRANSFER

     

    FOR
      VALUE RECEIVED ___________________________,
      being the registered holder of this Global Certificate, hereby transfers to
      

    _______________________________________________________________of___________________________________, 
      ____________________________________________________________________________________________________
      __________________________________________________________________________________[●]
      Warrants (the “Warrants”)
      of
      China Architectural Engineering, Inc. (the “Issuer”)
      and
      irrevocably requests and authorises The Bank of New York in its capacity as
      Registrar, in relation to the Warrants (or any successor to The Bank of New
      York
      in its capacity as such) to effect the relevant transfer by means of appropriate
      entries in the register kept by it.

     

    Dated:
      ____________________

    
      	 	 	 	 	 
	By: 	
            	 	 	
            
	 	
              

              (duly
                authorised)

            	 	 	
            


    

     

    Notes

     

    The
      name
      of the person by or on whose behalf this form of transfer is signed must
      correspond with the name of the registered holder as it appears on the face
      of
      this Global Certificate.

     

    
      	
              (a)

            	
              A
                representative of such registered holder should state the capacity
                in
                which he signs, e.g., executor.

            


    

     

    
      	
              (b)

            	
              The
                signature of the person effecting a transfer shall conform to any
                list of
                duly authorised specimen signatures supplied by the registered holder
                or
                be certified by a recognised bank, notary public or in such other
                manner
                as the Registrar or the Agent may
                require.

            


    

     

    
      	
              (c)

            	
              Any
                transfer of Warrants shall be in an amount equal to 10,000 Warrants
                or
                integral multiples of 10,000 Warrants in excess
                thereof.

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    [Attached
      to the Global Certificate:]

     

    [Terms
      and Conditions as set out in the Warrant Instrument]

     

    [At
      the foot of the Terms and Conditions:]

     

    
      	
              AGENT

            	
              REGISTRAR

            
	
              The
                Bank of New York, London Branch

              40th
                Floor, One Canada Square

              London,
                E14 5AL, United Kingdom

            	
              The
                Bank of New York

              101
                Barclay Street, 21st Floor, New York

              NY
                10286, United States of
                America

            


    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      TO THE GLOBAL CERTIFICATE

     

    NOTICE
      OF EXERCISE

     

    To:   
       
The
      Directors

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    


    We
      exercise our Subscription Rights representing [·]
      Warrant
      Shares and attached to this Notice of Exercise a bankers draft for [●], being
      the total Subscription Price payable in respect thereof.

    

      
        	
                Signed
                  by 

              	  
	 
	
                Print
                  Name

              	 
	 
	
                for
                  and on behalf of 

              	 
	
                (Warrantholder)

              
	
                Full
                  Name

              	 
	 
	
                Address

              	 
	 
	 	 
	 
	 	 
	 
	 	 
	 


      

    

     

    We
      direct
      you to allot the Warrant Shares to be issued pursuant to this Notice in the
      following numbers to the following proposed allottees:

     

    
      	 	
              No.
                of Shares

            	 	
              Name
                of Proposed Allottee

            	 	
              Address
                of Proposed Allottee

            
	
              1.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              2.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              3.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              4.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              5.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              6.

            	 	 	 	 	 


    

    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    We
      request that share certificates for the Warrant Shares to be issued pursuant
      to
      this Notice of Exercise be sent by [courier/registered
      post/other]
      at our
      risk to us at the first address shown above or to the Agent. We agree that
      these
      Warrant Shares are allotted and issued subject to the Issuer’s
      By-laws.

    
      

        
          	
                  Signed

                	  

	
                  Full
                    Name

                	 

	
                  Address

                	 

	 	 

	 	 

	 	 



        

      

       

    

    Lodged
      by: (the
      Agent to whom share certificate(s) should be sent).

    
      
        

          
            	
                    Name
                      of Agent

                  	  

	
                    Address

                  	 

	 	 

	 	 

	 	 

	 	   



          

        

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

         

      

    

    SCHEDULE
      2

     

    FORM
      OF INDIVIDUAL CERTIFICATE

     

    Certificate
      No:  [l]

     

    Date
      of
      issue:  [l]

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    (Incorporated
      under the laws of the State of Delware)

     

    Warrants
      to Subscribe for Warrant Shares

    


     

    INDIVIDUAL
      CERTIFICATE

     

    
      	
              1.

            	
              Introduction:
                This Individual Certificate is issued in respect of [·]
                Warrants (the “Warrants”)
                of China Architectural Engineering, Inc. (the “Issuer”).
                

            


    

     

    The
      Warrants are constituted under a Warrant Instrument dated [·],
      2007
      (the “Instrument”),
      and
      are the subject of an agency agreement dated [·],
      2007
      (as amended or supplemented from time to time, the “Agency
      Agreement”)
      and
      made between the Issuer, The Bank of New York, as registrar (the “Registrar”,
      which
      expression includes any successor registrar appointed from time to time in
      connection with the Warrants), and The Bank of New York, London Branch as
      principal paying and transfer agent (the “Agent”,
      which
      expression includes any successor agents appointed from time to time in
      connection with the Warrants). Terms not defined herein shall have the meaning
      specified in the Instrument.

     

    
      	
              2.

            	
              References
                to Conditions:
                Any reference herein to the “Conditions”
                is to the terms and conditions of the Warrants and any reference
                to a
                numbered “Condition”
                is to the correspondingly numbered provision thereof.
                

            


    

     

    
      	3.	
              Registered
                holder:
                This is to certify that:

            


    

     

    
      ________________________________

    

     

    of
      ________________________________

     

    
    

    
      _____________________________

    

     

    is
      the
      person registered in the register maintained by the Registrar in relation to
      the
      Warrants (the “Register”)
      as the
      duly registered holder (the “Holder”)
      of:


     

    [l]

     

    WARRANTS

     

    Warrant
      granting the right to subscribe in cash for fully paid Warrant Shares at the
      Subscription Price per share set out below subject to the Issuer’s By-laws and
      otherwise on the terms and conditions set out in the Instrument.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Subscription
      Price payable on exercise: US$0.01 per Warrant Share, subject to adjustment
      in
      accordance with the Instrument.

     

    
      	
              4.

            	
              Promise
                of the Issuer: The
                Issuer, for value received, hereby promises to give effect to all
                Subscription Rights all subject to and in accordance with the
                Conditions.

            


    

     

    
      	
              5.

            	
              Conditions
                apply: Save
                as otherwise provided herein, the Holder of this Individual Certificate
                shall have the benefit of, and be subject to, the Conditions and,
                for the
                purposes of this Individual Certificate, any reference in the Conditions
                to “Certificate”
                or “Certificates”
                shall, except where the context otherwise requires, be construed
                so as to
                include this Individual
                Certificate.

            


    

     

    
      	
              6.

            	
              Meetings:
                The
                Holder of this Individual Certificate shall be treated at any meeting
                of
                Warrantholders as having one (1) vote in respect of each Warrant
                for which
                this Individual Certificate may be
                exchanged.

            


    

     

    
      	
              7.

            	
              Contracts
                (Rights of Third Parties) Act 1999: No
                rights are conferred on any person under the Contracts (Rights of
                Third
                Parties) Act 1999 to enforce any term of this Individual Certificate
                but
                this does not affect any right or remedy of a third party which exists
                or
                is available from that Act.

            


    

     

    
      	
              8.

            	
              Payment:
                Delivery
                of Warrant Shares in respect of Warrants represented by this Individual
                Certificate will be made against presentation for endorsement and
                if no
                further delivery of Warrant Shares falls to be made in respect of
                any
                Warrants, surrender of this Individual Certificate at the Specified
                Office
                of any Agent.

            


    

     

    
      	
              9.

            	
              Determination
                of entitlement: This
                Individual Certificate is evidence of entitlement only and is not
                a
                document of title. Entitlements are determined by the Register and
                only
                the Holder is entitled to deliver Warrant Shares in respect of this
                Individual Certificate.

            


    

     

    
      	
              10.

            	
              Authentication:
                This
                Individual Certificate shall not be valid for any purpose until it
                has
                been authenticated for and on behalf of The Bank of New York, as
                registrar.

            


    

     

    
      	
              11.

            	
              Governing
                law: This
                Individual Certificate is governed by, and shall be construed in
                accordance with, English law.

            


    

     

    
      
        
        

      

      
        -24-

        
          

        

      

       

    


    AS
      WITNESS the
      manual or facsimile signature of an Individual duly authorised person on behalf
      of the Issuer.

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

     

    By:  

    
      

    

    [manual
      or facsimile signature]

    (duly
      authorised)

     

    ISSUED
      on [·], 2007

     

    AUTHENTICATED
      for and on behalf of

    THE
      BANK OF NEW YORK

    as
      registrar without recourse, warranty

    or
      liability 

     

    By:  

    
      
        

      

      [manual
        signature]

      (duly
        authorised)

    


    
      
        
        

      

      
        -25-

        
          

        

      

       

    


    FORM
      OF TRANSFER

     

    FOR
      VALUE RECEIVED ___________________________,
      being the registered holder of this Individual Certificate, hereby transfers
      to


    _______________________________________________________________of___________________________________, 
      ____________________________________________________________________________________________________
      

    ____________________________________________________________________________________________________
      

    __________________________________________________________________________________, 
      [●] Warrants (the “Warrants”)
      of
      China Architectural Engineering, Inc. (the “Issuer”)
      and
      irrevocably requests and authorises The Bank of New York in its capacity as
      Registrar, in relation to the Warrants (or any successor to The Bank of New
      York
      in its capacity as such) to effect the relevant transfer by means of appropriate
      entries in the register kept by it.

     

     

    Dated:
      ____________________

     

    By: ______________________

     

    (duly
      authorised)

     

    Notes

     

    The
      name
      of the person by or on whose behalf this form of transfer is signed must
      correspond with the name of the registered holder as it appears on the face
      of
      this Individual Certificate.

     

    
      	
              (a)

            	
              A
                representative of such registered holder should state the capacity
                in
                which he signs, e.g., executor.

            


    

     

    
      	
              (b)

            	
              The
                signature of the person effecting a transfer shall conform to any
                list of
                duly authorised specimen signatures supplied by the registered holder
                or
                be certified by a recognised bank, notary public or in such other
                manner
                as the Registrar or the Agent may
                require.

            


    

     

    
      	
              (c)

            	
              Any
                transfer of Warrants shall be in an amount equal to [●] Warrants or
                integral multiples of [●] Warrants in excess
                thereof.

            


    

     

    
      
        
        

      

      
        -26-

        
          

        

      

       

    


    [Attached
      to the Individual Certificate:]

     

    [Terms
      and Conditions as set out in the Warrant Instrument]

     

    [At
      the foot of the Terms and Conditions:]


     

    
      	
              AGENT

            	
              REGISTRAR

            
	
              The
                Bank of New York, London Branch

              40th
                Floor, One Canada Square

              London,
                E14 5AL, United Kingdom

            	
              The
                Bank of New York

              101
                Barclay Street, 21st Floor, New York

              NY
                10286, United States of
                America

            


    


    
      
        
        

      

      
        -27-

        
          

        

      

       

    


    SCHEDULE
      TO THE CERTIFICATE

     

    NOTICE
      OF EXERCISE

     

    
      	To:	
              The
                Directors

            


    

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    


    We
      exercise our Subscription Rights representing [·]
      Warrant
      Shares and attached to this Notice of Exercise a bankers draft for [●], being
      the total Subscription Price payable in respect thereof.

     

    
      
        	
                Signed
                  by 

              	  
	 
	
                Print
                  Name

              	 
	 
	
                for
                  and on behalf of 

              	 
	
                (Warrantholder)

              
	
                Full
                  Name

              	 
	 
	
                Address

              	 
	 
	 	 
	 
	 	 
	 
	 	 
	 


      

    

     

    We
      direct
      you to allot the Warrant Shares to be issued pursuant to this Notice of Exercise
      in the following numbers to the following proposed allottees:

     

    
      	 	
              No.
                of Shares

            	 	
              Name
                of Proposed Allottee

            	 	
              Address
                of Proposed Allottee

            
	
              1.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              2.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              3.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              4.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              5.

            	 	 	 	 	 
	 	 	 	 	 	 
	
              6.

            	 	 	 	 	 


    

    


    We
      request that share certificates for the Warrant Shares to be issued pursuant
      to
      this Notice of Exercise be sent by [courier/registered
      post/other]
      at our
      risk to us at the first address shown above or to the agent lodging the
      Individual Certificate as mentioned below. We agree that these shares are
      allotted and issued subject to the Issuer’s By-laws.

     

    
      
        	
                Signed

              	  

	
                Full
                  Name

              	 

	
                Address

              	 

	 	 

	 	 

	 	 



      

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

       

    

    Lodged
      by: (agent
      to
      whom share certificate(s) should be sent).

    
       

      
        
          	
                  Name
                    of Agent

                	  

	
                  Address

                	 

	 	 

	 	 

	 	 



        

         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

         

      

    

    SCHEDULE
      3

     

    PROVISIONS
      AS TO MEETINGS AND

    RESOLUTIONS
      OF WARRANTHOLDERS

     

    
      	1.	
              CALLING
                OF MEETINGS

            


    

     

    The
      Issuer may at any time, and shall upon a written request signed by
      Warrantholders holding Warrants conferring not less than ten percent (10%)
      of
      the Aggregate Subscription Rights then
      outstanding, convene a meeting of Warrantholders in default of which those
      Warrantholders may convene the meeting themselves provided that the costs of
      any
      meeting convened on the written request of a Warrantholder shall be borne by
      the
      Warrantholders. Each meeting shall be held at such reasonably convenient and
      appropriate place as the Directors may approve.

     

    
      	2.	
              NOTICE
                OF MEETINGS

            


    

     

    At
      least
      twenty-one (21) days' notice of a meeting of Warrantholders shall be given
      to
      Warrantholders. Any meeting of Warrantholders may be called by shorter notice
      if
      it is so agreed by Warrantholders holding Warrants conferring not less than
      sixty-six point sixty-seven (66.67%) of the Aggregate Subscription Rights then
      outstanding. The notice shall specify the date, time and place of the meeting
      and the terms of the resolutions to be proposed. The accidental omission to
      give
      notice to, or the non-receipt of any a notice by, any of the Warrantholders
      does
      not invalidate the proceedings at the meeting.

     

    
      	3.	
              CHAIRMAN

            


    

     

    A
      person
      (who is a Warrantholder or its duly authorized representative) nominated in
      writing by the Issuer may take the chair at any meeting but if no nomination
      is
      made, or if at any meeting the person nominated is not present within fifteen
      (15) minutes after the time appointed for the holding of the meeting, the
      Warrantholders present may choose one (1) of their number to be
      chairman.

     

    
      	4.	
              QUORUM
                AT MEETINGS

            


    

     

    At
      any
      meeting, two (2) or more persons holding Warrants and/or being proxies and
      being
      or representing in total registered Warrantholders holding not less than ten
      percent (10%) of the Aggregate Subscription Rights then outstanding is a quorum
      for the transaction of business. No business other than the choosing of a
      chairman may be transacted at any meeting unless a quorum is present at the
      beginning of business. If Warrants have only been issued to one (1) person
      at
      any time, whilst that person remains the sole Warrantholder, a quorum at any
      meeting of Warrantholders is, for all purposes, that Warrantholder or any proxy
      for that Warrantholder.

     

    
      	5.	
              ABSENCE
                OF QUORUM

            


    

     

    If,
      within half an hour after the time appointed for any meeting a quorum is not
      present, the meeting shall, if convened upon the requisition of Warrantholders,
      be dissolved. In any other case it stands adjourned for such period, being
      not
      less than fourteen (14) days nor more than twenty-eight (28) days, and to such
      time and place, as may be appointed by the chairman. 

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              ADJOURNMENT
                OF MEETINGS

            


    

     

    The
      chairman may with the consent of (and shall if directed by) any meeting adjourn
      the meeting from time to time and from place to place but no business may be
      transacted at an adjourned meeting except business which might lawfully have
      been transacted at the meeting from which the adjournment took
      place.

     

    
      	7.	
              NOTICE
                OF ADJOURNMENT OF MEETINGS

            


    

     

    At
      least
      five (5) days' notice of any meeting adjourned (for whatever reason) shall
      be
      given to Warrantholders in the same manner as of an original meeting, and that
      notice shall state the quorum required at the adjourned meeting. 

     

    
      	8.	
              RESOLUTION
                ON SHOW OF HANDS

            


    

     

    Every
      question submitted to a meeting shall be decided in the first instance by a
      show
      of hands. In case of equality of votes the chairman shall both on a show of
      hands and on a poll have a casting vote in addition to the vote or votes (if
      any) to which the chairman may be entitled as a Warrantholder or as a
      proxy.

     

    
      	9.	
              DEMAND
                FOR POLL

            


    

     

    At
      any
      meeting, unless a poll is demanded by the chairman or by one (1) or more
      Warrantholders (or by their proxies) being or representing Warrantholders having
      not less then ten percent (10%) of the Aggregate Subscription Rights then
      outstanding (before or on the declaration of the result of a show of hands),
      a
      declaration by the chairman of the result of the show of hands is conclusive
      evidence of the fact without proof of the number or proportion of the votes
      recorded in favour of or against that resolution.

     

    
      	10.	
              MANNER
                OF TAKING POLL

            


    

     

    If
      at any
      meeting a poll is demanded, it shall be taken in such manner and, at such time
      as the chairman directs, and the result of the poll is deemed to be the
      resolution of the meeting at which the poll was demanded. Except where the
      relevant poll is demanded for the election of a chairman or on any question
      of
      adjournment (where such poll shall be taken at once) the poll may be taken
      at
      any adjourned meeting. If the poll is to be taken at an adjourned meeting,
      the
      demand for a poll does not prevent the continuance of the meeting for the
      transaction of any business other than the question on which the poll has been
      demanded.

     

    
      	11.	
              PERSONS
                ENTITLED TO ATTEND, SPEAK AND
                VOTE

            


    

     

    The
      Issuer (through its representatives) and its legal and financial advisers are
      entitled to attend and speak at any meeting of Warrantholders. No other person
      may attend or vote at any meeting of Warrantholders or to join with others
      in
      requesting the convening of such a meeting unless he is a Warrantholder or
      the
      duly appointed corporate representative of a corporate Warrantholder. None
      of
      the Issuer, any of its Subsidiaries or Shareholders may vote in respect of
      Warrants held by it or on its behalf nor shall holding any such Warrants count
      towards a quorum.

     

    
      
        
        

      

      
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      	12.	
              AGREEMENT
                APPOINTING A PROXY

            


    

     

    Each
      instrument appointing a proxy must be in writing signed by a duly authorised
      officer of the Warrantholder. The instrument of proxy shall, unless the contrary
      is stated in it, be valid for the meeting to which it relates and need not
      be
      witnessed. A person appointed to act as a proxy need not be a
      Warrantholder.

     

    
      	13.	
              DEPOSIT
                OF INSTRUMENT APPOINTING A
                PROXY

            


    

     

    The
      instrument appointing a proxy and the power of attorney or other authority
      (if
      any) under which is it signed or a notarially certified or office copy of the
      power or authority shall be deposited at such place or places as the Issuer
      (or
      the Warrantholders in default of the Issuer convening the meeting) may in the
      notice of meeting direct (or if no such place is specified then at the Issuer's
      registered office) not less than forty-eight (48) hours before the time
      appointed for holding the meeting or adjourned meeting or the taking of a poll
      at which the person named in that instrument proposes to vote. The instrument
      of
      proxy is invalid if not deposited in accordance with this paragraph. A vote
      given in accordance with the terms of an instrument appointing a proxy is valid
      notwithstanding the previous revocation of the instrument of proxy or of the
      authority under which the instrument of proxy is given or transfer of the
      Warrants in respect of which it is given unless previous notice in writing
      of
      that revocation or transfer has been received at the Issuer's registered office
      no later than the Business Day prior to the relevant meeting. No instrument
      appointing a proxy is valid after the expiration of twelve (12) months from
      the
      date stated in it as the date of its execution.

     

    
      	14.	
              VOTES

            


    

     

    Subject
      as provided in paragraph 11 of this Schedule, at any meeting:

     

    
      	 	
              (a)

            	
              on
                a show of hands each Warrantholder who is present in person (or in
                the
                case of a corporation by a duly authorised representative) and each
                person
                who is a proxy has one (1) vote;
                and

            


    

     

    
      	 	
              (b)

            	
              on
                a poll each Warrantholder who is present in person or by proxy as
                aforesaid has a number of votes equal to the proportion (expressed
                as a
                percentage figure rounded up or, as appropriate, down to the nearest
                one
                tenth (1/10) of one percent (1%)) of the outstanding Aggregate
                Subscription Rights represented by Warrants held by him. Any person
                entitled to more than one (1) vote need not use all his votes or
                cast all
                the votes to which he is entitled in the same
                way.

            


    

     

    
      	15.	
              POWERS
                OF MEETINGS OF
                WARRANTHOLDERS

            


    

     

    A
      meeting
      of Warrantholders in addition to all other powers conferred by law (but without
      prejudice to any powers conferred on other persons by this Instrument) has
      the
      following powers exercisable by Extraordinary Resolution, namely, power
      to:

     

    
      	 	
              (a)

            	
              sanction
                any compromise or arrangement proposed to be made between the Issuer
                and
                the Warrantholders or any of them;

            


    

     

    
      	 	
              (b)

            	
              sanction
                any proposal by the Issuer for the modification, abrogation, variation
                or
                compromise of, or arrangement in respect of, the rights of the
                Warrantholders against the Issuer whether those rights arise under
                this
                Instrument or otherwise;

            


    

     

    
      
        
        

      

      
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              (c)

            	
              sanction
                any proposal by the Issuer for the exchange, substitution or the
                conversion of the Warrants into, shares, stock, bonds, debentures,
                debenture stock or other obligations or securities of the Issuer,
                or any
                other body corporate formed or to be
                formed;

            


    

     

    
      	 	
              (d)

            	
              assent
                to any modification of the provisions contained in this Instrument
                which
                shall be proposed by the Issuer;

            


    

     

    
      	 	
              (e)

            	
              authorise
                any person to concur in and execute and do all such document, acts
                and
                things as may be necessary to carry out and give effect to any
                Extraordinary Resolution;

            


    

     

    
      	 	
              (f)

            	
              discharge
                or exonerate any person from any liability in respect of any act
                or
                omission for which the person may have become responsible under this
                Instrument;

            


    

     

    
      	 	
              (g)

            	
              give
                any authority, direction or sanction which under the provisions of
                this
                Instrument is required to be given by Extraordinary Resolution;
                and

            


    

     

    
      	 	
              (h)

            	
              appoint
                any person (whether Warrantholders or not) as a committee or committees
                to
                represent the interest of the Warrantholders and to confer upon the
                committee any powers or discretions which the Warrantholders could
                themselves exercise by Extraordinary
                Resolution.

            


    

     

    
      	
              16.

            	
              EXTRAORDINARY
                RESOLUTION BINDING ON ALL
                WARRANTHOLDERS

            


    

     

    An
      Extraordinary Resolution is binding on all the Warrantholders, whether or not
      present at the meeting, and each of the Warrantholders is bound to give effect
      to the Extraordinary Resolution. The passing of an Extraordinary Resolution
      is
      conclusive evidence that the circumstances of that resolution justified the
      passing thereof.

     

    
      	17.	
              DEFINITION
                OF EXTRAORDINARY
                RESOLUTION

            


    

     

    “Extraordinary
      Resolution”
means
      a
      resolution passed at a meeting of the Warrantholders duly convened and held
      and
      carried by a majority consisting of not less then sixty-six point sixty-seven
      percent (66.67%) of the votes cast on a show of hands or, if a poll is duly
      demanded, by a majority consisting of not less than sixty-six point sixty-seven
      percent (66.67%) of the votes cast on a poll or an instrument approved as set
      out in paragraph 19 of this Schedule.

     

    
      	18.	
              MINUTES
                OF MEETINGS

            


    

     

    Minutes
      of all resolutions and proceedings at every meeting shall be made and duly
      entered in books to be provided for that purpose by the Issuer. Minutes signed
      by the chairman of the meeting at which the resolutions were passed or
      proceedings transacted or by the chairman of the next succeeding meeting of
      the
      Warrantholders, constitutes conclusive evidence of the matters contained in
      those minutes. Until the contrary is proved, every meeting in respect of the
      proceedings of which minutes have been made and signed in this way is deemed
      to
      have been duly convened and held and all resolutions passed or proceedings
      transacted after that to have been duly passed and transacted.

     

    
      	19.	
              WRITTEN
                RESOLUTION

            


    

     

    Anything
      which, under the terms of this Instrument, may be done by resolution passed
      at a
      meeting of the Warrantholders (including specifically, but without limitation,
      the passing of an Extraordinary Resolution) may be done, without a meeting
      and
      without any previous notice being required, by resolution in writing signed
      by
      or on behalf of Warrantholders holding not less then sixty-six point sixty-seven
      percent (66.67%) of the Aggregate Subscription Rights then outstanding. The
      signatures to such a resolution need not be on a single document if each is
      on a
      document which accurately states the terms of the resolution.

     

    
      
        
        

      

      
        -33-