Execution
      Copy

     

    
      

      

    

     

     

    WARRANT
      AGENCY AGREEMENT

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    


    800,000
      WARRANTS EXPIRING 2010

     

    April
      12,
      2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     CONTENTS

     

    
      
        	
                Clause

              	 	 	 	
                Page

              
	 	 	 	 	 
	
                1.

              	 	
                INTERPRETATION

              	 	
                1

              
	
                2.

              	 	
                APPOINTMENT
                  OF THE AGENT

              	 	
                3

              
	
                3.

              	 	
                THE
                  WARRANTS; AUTHENTICATION

              	 	
                4

              
	
                4.

              	 	
                EXCHANGES
                  OF GLOBAL WARRANT CERTIFICATE FOR INDIVIDUAL

              	 	 
	 	 	
                WARRANT
                  CERTIFICATES

              	 	
                4

              
	
                5.

              	 	
                TRANSFERS
                  OF WARRANTS

              	 	
                5

              
	
                6.

              	 	
                REPLACEMENT
                  WARRANT CERTIFICATES

              	 	
                5

              
	
                7.

              	 	
                EXERCISE
                  OF WARRANTS AND DELIVERY OF WARRANT SHARES

              	 	
                6

              
	
                8.

              	 	
                [INTENTIONALLY
                  LEFT BLANK]

              	 	
                8

              
	
                9.

              	 	
                MISCELLANEOUS
                  DUTIES OF THE AGENT

              	 	
                8

              
	
                10.

              	 	
                TERMS
                  OF APPOINTMENT

              	 	
                9

              
	
                11.

              	 	
                CHANGES
                  IN AGENT

              	 	
                10

              
	
                12.

              	 	
                INDEMNITY

              	 	
                12

              
	
                13.

              	 	
                COMMISSIONS,
                  FEES AND EXPENSES

              	 	
                12

              
	
                14.

              	 	
                CURRENCY
                  INDEMNITY

              	 	
                13

              
	
                15.

              	 	
                NOTICES

              	 	
                14

              
	
                16.

              	 	
                LAW
                  AND JURISDICTION

              	 	
                15

              
	
                17.

              	 	
                MODIFICATION

              	 	
                16

              
	
                18.

              	 	
                RIGHTS
                  OF THIRD PARTIES

              	 	
                16

              
	
                19.

              	 	
                COUNTERPARTS

              	 	
                16

              
	SCHEDULE
                1	 	
                REGULATIONS
                  CONCERNING TRANSFERS AND REGISTRATION 
                  OF
                    WARRANTS

                

              	 	
                18

              
	
                SCHEDULE
                  2 

              	 	SPECIFIED
                OFFICES OF
                THE AGENT	 	
                20

              


      

    

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    THIS
      WARRANT AGENCY AGREEMENT
      (this
“Agreement”)
      is made
      on April 12, 2007. 

     

    BY
      AND AMONG:

     

    
      	(1)	
              CHINA
                ARCHITECTURAL ENGINEERING, INC.
                (the “Company”);
                

            


    

     

    
      	(2)	
              THE
                BANK OF NEW YORK,
                as registrar (the “Registrar”);
                and 

            


    

     

    
      	(3)	
              THE
                BANK OF NEW YORK, LONDON BRANCH,
                as agent (the “Agent”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
                Company proposes to issue certain warrants (the “Warrants”)
                as set out in the Warrant Instrument (defined
                below).

            


    

     

    
      	
              (B)

            	
              The
                Company, incorporated in the State of Delaware, has authorised the
                issue
                of the Warrants and the right of conversion into Shares upon exercise
                of
                the Warrants by a resolution of the board of directors of the Company
                dated April 9, 2007.

            


    

     

    
      	
              (C)

            	
              The
                Warrants will be in registered form. The Warrants will be represented
                by a
                global certificate (the “Global
                Warrant Certificate”),
                which will be exchangeable for individual note certificates (“Individual
                Warrant Certificates”
                and, together with the Global Warrant Certificate, “Warrant
                Certificates”)
                in the circumstances specified
                therein.

            


    

     

    
      	
              (D)

            	
              The
                Company, the Registrar, and the Agent wish to record certain arrangements
                which they have made in relation to the
                Warrants.

            


    

     

    IT
      IS AGREED
      as
      follows:

     

    
      	1.	
              INTERPRETATION

            


    

     

    
      	1.1	
              Definitions

            


    

     

    In
      this
      Agreement, the following expressions have the following meanings:

     

    “Agent”
means
      the Agent at its Specified Office appointed pursuant to this Agreement and/or,
      if applicable, any successor agent at its respective Specified Office appointed
      from time to time in accordance with Clause 11 (Changes
      in Agent)
      and any
      of its respective Successors; 

     

    “Business
      Day”
means
      any day on which banks are open for general business (including dealings in
      foreign currencies) in New York and in the city where the Specified Office
      of
      the Agent is located;

     

    “Clearing
      Systems”
means
      Euroclear and Clearstream;

     

    “Clearstream”
means
      Clearstream Banking, société anonyme;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Depositary”
means
      The Bank of New York, in its capacity as common depositary for Euroclear and
      Clearstream;

     

    “Conditions”
means
      the terms and conditions of the Warrants (as set out in the Warrant Instrument
      and as modified from time to time in accordance with their terms), and any
      reference to a numbered “Condition”
is
      to
      the correspondingly numbered provision thereof;

     

    “Euroclear”
means
      Euroclear Bank S.A./N.V., as operator of the Euroclear System;

     

    “Exercise
      Date”
has
      the
      meaning given in the Warrant Instrument; 

     

    “Holder”
of
      a
      Warrant means the person in whose name such Warrant is for the time being
      registered in the Register (or, in the case of a joint holding, the first named
      thereof) and “Warrantholder”
shall
      be construed accordingly;

     

    “Hong
      Kong”
means
      the Hong Kong Special Administrative Region of the People’s Republic of
      China;

     

    “Majority
      Warrantholders”
has
      the
      meaning given in the Warrant Instrument;

     

    “Registrar”
means
      the Registrar at its Specified Office appointed pursuant to this Agreement
      and/or, if applicable, any successor registrar at its respective Specified
      Office appointed from time to time in accordance with Clause 11
      (Changes
      in Agent)
      and any
      of its respective Successors;

     

    “Register”
means
      the register maintained by the Registrar at its Specified Office;

     

    “Regulations”
means
      the regulations concerning the transfer of Warrants as the same may from time
      to
      time be agreed by the Company and the Registrar (the initial such regulations
      being set out in the Schedule 1);

     

    “Specified
      Office”
means,
      in relation to the Agent or the Registrar:

     

    
      	 	
              (a)

            	
              the
                office specified against its name in the Schedule 2;
                or

            


    

     

    
      	 	
              (b)

            	
              such
                other office as such Agent or Registrar may specify in accordance
                with
                Clause 11.8 (Changes
                in Specified Offices);

            


    

     

    “Subscription
      Price”
has
      the
      meaning given in the Warrant Instrument;

     

    “Subscription
      Rights”
has
      the
      meaning given in the Warrant Instrument;

     

    “Successor”
means,
      in relation to any person, an assignee or successor in title of such person
      who,
      under the law of its jurisdiction of incorporation or domicile, has assumed
      the
      rights and obligations of such person under this Agreement or to which under
      such laws the same have been transferred;

     

    “Warrant
      Share”
has
      the
      meaning given in the Warrant Instrument; and

     

    “Warrant
      Instrument”
means
      the Instrument between the Company and ABN AMRO Bank, N.V. as subscriber, of
      even date herewith. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	1.2	
              Clauses
                and Schedules

            


    

     

    Any
      reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless
      otherwise stated, to a clause or a sub-clause hereof or a schedule
      hereto.

     

    
      	1.3	
              Principal
                and Interest

            


    

     

    In
      this
      Agreement, any reference to principal or interest includes any additional
      amounts payable in relation thereto under the Conditions.

     

    
      	1.4	
              Terms
                defined in the Conditions and the Trust
                Deed

            


    

     

    Terms
      and
      expressions used but not defined herein have the respective meanings given
      to
      them in the Warrant Instrument, the Conditions and the Trust Deed.

     

    
      	1.5	
              Statutes

            


    

     

    Any
      reference in this Agreement to a statute, any provision thereof or to any
      statutory instrument, order or regulation made thereunder shall be construed
      as
      a reference to such statute, provision, statutory instrument, order or
      regulation as the same may have been, or may from time to time be, amended
      or
      re-enacted.

     

    
      	1.6	
              Headings

            


    

     

    Headings
      and sub-headings are for ease of reference only and shall not affect the
      construction of this Agreement.

     

    
      	1.7	
              Singular
                and Plural

            


    

     

    Words
      denoting the singular shall include the plural and vice
      versa.

     

    
      	1.8	
              Amended
                Documents

            


    

     

    Save
      where the contrary is indicated, any reference in this Agreement to any
      agreement or other document shall be construed as a reference to such agreement
      or other document as the same may have been, or may from time to time be,
      amended, varied, novated or supplemented.

     

    
      	2.	
              APPOINTMENT
                OF THE AGENT

            


    

     

    
      	2.1	
              Appointment

            


    

     

    The
      Company appoints the Agent and the Registrar as its agent and registrar in
      relation to the Warrants for the purposes specified in this Agreement acting
      through their respective Specified Offices. The Agent and the Registrar shall
      act solely as agent and Registrar of the Company and need have no concern for
      the interest of the Warrantholders.

     

    
      	2.2	
              Acceptance
                of Appointment

            


    

     

    The
      Agent
      and the Registrar accept their appointments as agent and registrar,
      respectively, of the Company in relation to the Warrants and agree to comply
      with, and shall only be obliged to perform the duties expressed to be required
      by, this Agreement. The obligations of the Agent and the Registrar are several
      and not joint.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              THE
                WARRANTS; AUTHENTICATION

            


    

     

    
      	3.1	
              The
                Global Warrant Certificate

            


    

     

    On
      the
      Closing Date: (a) the Company shall deliver the Global Warrant Certificate
      to
      the Registrar for authentication; and (b) the Registrar shall deliver the
      authenticated Global Warrant Certificate to a common depositary for the Clearing
      Systems. 

     

    
      	3.2	
              Availability
                of Individual Warrant
                Certificates

            


    

     

    If
      the
      Company is required to deliver Individual Warrant Certificates pursuant to
      the
      terms of the Global Warrant Certificate, the Company shall promptly arrange
      for
      a stock of Individual Warrant Certificates (unauthenticated and with the names
      of the registered Holders left blank but executed on behalf of the Company
      and
      otherwise complete) to be made available to the Registrar. The Company shall
      also arrange for such Global Warrant Certificates and Individual Warrant
      Certificates as are required to enable the Registrar and the Agent to perform
      their respective obligations under Clause 4 (Exchanges
      of Global Warrant Certificate for Individual Warrant
      Certificates),
      Clause 5 (Transfers
      of Warrants)
      and
      Clause 6 (Replacement
      Warrant Certificates)
      to be
      made available to or to the order of the Registrar and the Agent from time
      to
      time.

     

    
      	3.3	
              Authority
                to Authenticate

            


    

     

    The
      Registrar is authorised by the Company to authenticate the Global Warrant
      Certificate and the Individual Warrant Certificates (if any) by the signature
      of
      any of its officers or any other person duly authorised for the purpose by
      the
      Registrar.

     

    
      	3.4	
              Duties
                of the Registrar and the
                Agent

            


    

     

    Each
      of
      the Registrar and the Agent shall hold in safe custody all unauthenticated
      Global Warrant Certificates and Individual Warrant Certificates delivered to
      it
      in accordance with Clause 3.2 (Availability
      of Individual Warrant Certificates)
      and
      shall ensure that they are authenticated and delivered only in accordance with
      the terms hereof, of the Global Warrant Certificate (if applicable) and of
      the
      Conditions. Without limitation of the foregoing, each of the Registrar and
      Agent
      hereby accept their responsibilities under the Warrant Instrument.

     

    
      	4.	
              EXCHANGES
                OF GLOBAL WARRANT CERTIFICATE FOR INDIVIDUAL WARRANT
                CERTIFICATES

            


    

     

    If
      the
      Global Warrant Certificate becomes exchangeable for Individual Warrant
      Certificates in accordance with its terms, the Registrar shall authenticate
      and
      deliver to each person designated by a Clearing System, an Individual Warrant
      Certificate in accordance with the terms of this Agreement and the Global
      Warrant Certificate.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	5.	
              TRANSFERS
                OF WARRANTS

            


    

     

    
      	5.1	
              Maintenance
                of the Register

            


    

     

    The
      Registrar shall maintain outside the United Kingdom a register (the
“Register”)
      in
      respect of the Warrants, which shall be kept at its Specified Office in
      accordance with the Conditions and be made available by the Registrar to the
      Company and the Agent for inspection. The Register shall show the aggregate
      principal amount, serial numbers and dates of issue of Warrant Certificates,
      the
      names and addresses of the initial Holders thereof and the dates of all
      transfers to, and the names and addresses of, all subsequent Holders thereof,
      each Warrantholder’s portion of the Warrant Shares, all cancellations of Warrant
      Certificates and all replacements of Warrant Certificates. 

     

    
      	5.2	
              Registration
                of Transfers in the
                Register

            


    

     

    The
      Registrar shall receive requests for the transfer of Warrants in accordance
      with
      the Conditions and the Regulations and shall make the necessary entries in
      the
      Register.

     

    
      	5.3	
              Agent
                to Receive Requests for Transfers of
                Warrants

            


    

     

    The
      Agent
      shall receive requests for the transfer of Warrants in accordance with the
      Conditions and the Regulations and assist, if required, in the issue of new
      Warrant Certificates to give effect to such transfers and, in particular, upon
      any such request being duly made, shall promptly notify the Registrar
      of:

     

    
      	
            	(a)	
              the
                aggregate amount of the Warrants to be
                transferred;

            


    

     

    
      	
            	(b)	
              the
                name(s) and address(es) to be entered on the Register of the Holder(s)
                of
                the new Warrant Certificate(s) to be issued, in order to give effect
                to
                such transfer; and

            


    

     

    
      	
            	(c)	
              the
                place and manner of delivery of the new Warrant Certificate(s) to
                be
                delivered in respect of such
                transfer,

            


    

     

    and
      shall
      forward the Warrant Certificate(s) relating to the Warrants to be transferred
      (with the relevant form(s) of transfer duly completed) to the Registrar with
      such notification.

     

    
      	5.4	
              Miscellaneous

            


    

     

    Upon
      notification by the Company of receipt of service of demands, requests,
      instructions, orders, judgements or awards, the Registrar shall (to the extent
      required by law) forthwith make such entries in the Register to give effect
      to
      such demands, requests, instructions, orders, judgments or awards.

     

    
      	6.	
              REPLACEMENT
                WARRANT CERTIFICATES

            


    

     

    
      	6.1	
              Delivery
                of Replacements

            


    

     

    Subject
      to receipt of replacement Global Warrant Certificates and/or Individual Warrant
      Certificates (as the case may be), the Registrar shall, upon and in accordance
      with the written instructions of the Company (which instructions may, without
      limitation, include terms as to the payment of expenses and as to evidence,
      security and indemnity), complete, authenticate and deliver a Global Warrant
      Certificate or Individual Warrant Certificate which the Company has determined
      to issue as a replacement for any Global Warrant Certificate or Individual
      Warrant Certificate which has been mutilated or defaced or which has been or
      is
      alleged to have been destroyed, stolen or lost, provided
      that the
      Agent
      shall not deliver any Global Warrant Certificate or Individual Warrant
      Certificate as a replacement for any Global Warrant Certificate or Individual
      Warrant Certificate which has been mutilated or defaced otherwise than against
      surrender of the same and shall not issue any replacement Global Warrant
      Certificate or Individual Warrant Certificate until the applicant has furnished
      the Agent with such evidence and indemnity as the Company and/or the Agent
      may
      reasonably require and has paid such costs and expenses as may be incurred
      in
      connection with such replacement.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	6.2	
              Replacements
                to be Numbered

            


    

     

    Each
      replacement Global Warrant Certificate or Individual Warrant Certificate
      delivered hereunder shall bear a unique certificate number.

     

    
      	6.3	
              Cancellation
                and destruction

            


    

     

    The
      Agent
      shall cancel and destroy each mutilated or defaced Global Warrant Certificate
      or
      Individual Warrant Certificate surrendered to it in respect of which a
      replacement has been delivered.

     

    
      	6.4	
              Notification

            


    

     

    Upon
      written request therefor, the Agent shall notify the Company and the Registrar
      of the delivery by it of any replacement Global Warrant Certificate or
      Individual Warrant Certificate, specifying the certificate number thereof and
      the certificate number (if any and if known) of the Global Warrant Certificate
      or Individual Warrant Certificate which it replaces, and confirming (if such
      is
      the case) that the Global Warrant Certificate or Individual Warrant Certificate
      which it replaces has been cancelled and destroyed.

     

    
      	7.	
              EXERCISE
                OF WARRANTS AND DELIVERY OF WARRANT
                SHARES

            


    

     

    
      	7.1	
              Notice
                of Exercise

            


    

     

    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
      Warrant Certificate (with the 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. The Agent may refuse to accept any Notice of Exercise which has
      not
      been correctly completed or executed or which is incomplete (as determined
      by
      the Agent in its discretion) but shall incur no liability for doing so.


     

    No
      Notice
      of Exercise will be effective until the Notice of Exercise and the relevant
      Warrant Certificate have been received by the Agent and the applicable
      Subscription Price has been remitted to the Agent. Any Notice of Exercise,
      Warrant Certificate or payment received by the Agent on a day which is not
      a
      Business Day or after 3.30 pm in London on a Business Day, will be deemed
      effective on the next succeeding Business Day. 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	7.2	
              Replacement
                Warrant Certificates

            


    

     

    If
      any
      Global Warrant Certificate or Individual Warrant Certificate is presented or
      surrendered for exercise to the Agent and the Agent or Registrar has delivered
      a
      replacement therefor or has been notified that the same has been replaced,
      the
      Agent shall forthwith notify the Company and the Registrar of such presentation
      or surrender and shall not request the Company to make delivery of any Warrant
      Shares against the same until it is so instructed by the Company.

     

    
      	7.3	
              Application
                by Agent

            


    

     

    On
      the
      Business Day on which the Agent receives (or is deemed to receive) the documents
      and payment required under Clause 7.1 above, or, if the Notice of Exercise
      is conditional, on the Business Day on which the final condition thereunder
      is
      satisfied, or, in either case, on the immediately following Business Day, the
      Agent shall remit the Subscription Price to the Company, send a copy of the
      Notice of Exercise to the Company and request the Company to allot, issue to
      and
      register Warrant Shares in accordance with Condition 5 of the Warrant Instrument
      in the name of the Warrantholder or, as the case may be, any Affiliate of the
      Warrantholder, as nominated by the Warrantholder in the relevant Notice of
      Exercise. 

     

    
      	7.4	
              Allotment
                of Warrant Shares 

            


    

     

    On
      receiving a request from the Agent, the Company shall cause the Warrant Shares
      to be allotted, issued and registered in the name of the Warrantholder (or
      its
      Affiliate) in accordance with Condition 5 of the Warrant Instrument and as
      notified by the Agent and shall notify the Agent of such allotment, issuance
      and
      registration promptly thereafter. 

     

    
      	7.5	
              Cancellation
                of Warrant Certificates

            


    

     

    The
      Agent
      shall cancel each Warrant Certificate against presentation and surrender of
      which the Company notifies the Agent that it has made delivery of Warrant Shares
      in full and the Agent shall deliver each Warrant Certificate so cancelled by
      it
      to, or to the order of, the Registrar.

     

    
      	7.6	
              Partial
                Exercise

            


    

     

    If
      at any
      time and for any reason the Company makes a partial delivery of Warrant Shares
      in respect of the Global Warrant Certificate or any Individual Warrant
      Certificate presented for exercise to it, the Agent shall endorse thereon a
      statement indicating the amount and the date of such delivery. In addition,
      if,
      in respect of any Exercise Date, less than the full amount of any Warrant Shares
      due are delivered in respect of the Warrants, the Registrar will note on the
      Register a memorandum of the amount and date of any delivery of Warrant Shares
      then made and, if the Global Warrant Certificate or any Individual Warrant
      Certificate is presented for exercise in accordance with the Conditions and
      no
      delivery of Warrant Shares is then made, the date of such exercise.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	8.	
              [INTENTIONALLY
                LEFT BLANK]

            


    

     

    
      	9.	
              MISCELLANEOUS
                DUTIES OF THE AGENT

            


    

     

    
      	9.1	
              Warrants
                in issue

            


    

     

    As
      soon
      as practicable after receiving a written request therefor, the Registrar shall
      notify the Company of the certificate numbers and amount of any Warrant
      Certificates against exercise of which delivery of Warrant Shares has been
      made
      and of the certificate numbers and amount of any Warrant Certificates (and
      the
      names and addresses of the Holders thereof) which have not yet been
      exercised.

     

    
      	9.2	
              Forwarding
                of Communications

            


    

     

    Each
      Agent shall promptly forward to the Company a copy of any notice or
      communication addressed to the Company which is received by such
      Agent.

     

    
      	9.3	
              Maintenance
                of records

            


    

     

    Each
      of
      the Agent and the Registrar shall maintain records of all documents received
      by
      it in connection with its duties hereunder and shall make such records available
      for inspection during their respective office hours by the Company and the
      Registrar or Agent (as the case may be) and, in particular the Registrar shall:
      (a) maintain a record of all Warrant Certificates delivered hereunder and of
      their redemption, payment, cancellation, mutilation, defacement, alleged
      destruction, theft, loss and replacement; and (b) make such records available
      for inspection at all reasonable times by the Company and the
      Agent.

     

    
      	9.4	
              Publication
                and Delivery of Notices

            


    

     

    The
      Registrar shall, upon and in accordance with the written instructions of the
      Company, received at least ten (10) days before the proposed publication date,
      arrange for the publication and delivery of any notice which is to be given
      to
      the Warrantholders and shall supply a copy thereof to the Agent, and each
      Clearing System. Such publication will be at the expense of the
      Company.

     

    
      	9.5	
              Documents
                available for inspection

            


    

     

    The
      Company shall provide to the Agent and the Registrar conformed copies of this
      Agreement and the Warrant Instrument (including the Conditions and the form
      of
      the Global Warrant Certificates and Individual Warrant Certificates).


     

    Each
      of
      the Agent and the Registrar shall make available for inspection during normal
      business hours at its Specified Office the documents referred to
      above.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	10.	
              TERMS
                OF APPOINTMENT

            


    

     

    
      	10.1	
              Rights
                and powers

            


    

     

    Each
      of
      the Agent and the Registrar may, in connection with its services
      hereunder:

     

    
      	
            	(a)	
              except
                as ordered by a court of competent jurisdiction or otherwise required
                by
                law and regardless of any notice of ownership, trust or any other
                interest
                therein, any writing on the Warrant Certificate relating to any Warrant
                by
                any person (other than a duly executed form of transfer) or any notice
                of
                any previous loss or theft thereof, treat the registered Holder of
                any
                Warrant as its absolute owner for all purposes and make payments
                thereon
                accordingly;

            


    

     

    
      	
            	(b)	
              assume
                that the terms of the Global Warrant Certificate and each Individual
                Warrant Certificate as issued are
                correct;

            


    

     

    
      	
            	(c)	
              rely
                upon the terms of any notice, communication or other document believed
                by
                it to be genuine; and

            


    

     

    
      	
            	(d)	
              engage
                the advice or services of any lawyers or other experts whose advice
                or
                services it considers necessary and rely upon any advice so obtained
                (whether or not limited by a monetary cap or otherwise) and such
                Agent
                and/or Registrar shall be protected and shall incur no liability
                as
                against the Company in respect of any action taken or not taken,
                or
                permitted to be taken or not taken, in accordance with such advice
                and in
                good faith.

            


    

     

    
      	10.2	
              Extent
                of Duties

            


    

     

    Each
      of
      the Agent and the Registrar shall only be obliged to perform the duties set
      out
      in this Agreement and the Conditions and no implied duties or obligations shall
      be read into this Agreement or the Conditions in respect of the Agent or the
      Registrar. Neither the Agent nor the Registrar shall:

     

    
      	
            	(a)	
              be
                under any fiduciary duty or other obligation towards or have any
                relationship of agency for or with any person other than the Company
                or
                any relationship of trust for or with any person;
                

            


    

     

    
      	
            	(b)	
              be
                responsible for or liable in respect of the legality, validity or
                enforceability of the Warrants, Warrant Certificate or this Agreement
                (other than in respect of authentication of Warrant Certificates
                by it in
                accordance with this Agreement) or any act or omission of any other
                person
                (including, without limitation, with respect to the Agent, the Registrar,
                and with respect to the Registrar, the Agent);
                or

            


    

     

    
      	
            	(c)	
              be
                liable to the Company or any other party to this Agreement for any
                consequential loss (being loss of business, goodwill, opportunity
                or
                profit) arising out of any breach by the Agent or the Registrar of
                any of
                its obligations under this Agreement even if advised of the possibility
                of
                such loss or damage.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	10.3	
              Freedom
                to Transact

            


    

     

    Each
      of
      the Agent and the Registrar may purchase, hold and dispose of Warrants and
      may
      enter into any transaction (including, without limitation, any depositary,
      trust
      or agency transaction) with any Holders of Warrants or with any other party
      hereto in the same manner as if it had not been appointed as the agent of the
      Company in relation to the Warrants and need not account for any
      profit.

     

    
      	11.	
              CHANGES
                IN AGENT

            


    

     

    
      	11.1	
              Resignation

            


    

     

    The
      Agent
      or Registrar may resign its appointment upon not less than thirty (30) days’
notice to the Company (with a copy, in the case of the Agent, to the Registrar,
      and in the case of the Registrar, to the Agent), provided
      that:

     

    
      	
            	(a)	
              if
                such resignation would otherwise take effect less than thirty (30)
                days
                before or after the exercise date of any Warrant, it shall not take
                effect
                until the thirtieth day following such date;
                and

            


    

     

    
      	
            	(b)	
              such
                resignation shall not take effect until a successor has been duly
                appointed in accordance with Clause 11.4 (Additional
                and Successor Agent)
                or Clause 11.5 (Agent
                may Appoint Successors)
                and notice of such appointment has been given to the
                Warrantholders.

            


    

     

    
      	11.2	
              Revocation

            


    

     

    The
      Company may revoke their appointment of the Agent or Registrar by not less
      than
      thirty (30) days’ notice to the Agent or the Registrar (as applicable) (with a
      copy, in the case of the Agent to the Registrar, and in the case of the
      Registrar to the Agent), provided
      that
      such
      revocation shall not take effect until a successor has been duly appointed
      in
      accordance with Clause 11.4 (Additional
      and Successor Agent)
      or
      Clause 11.5 (Agent
      may Appoint Successors)
      and
      notice of such appointment has been given to the Warrantholders.

     

    
      	11.3	
              Automatic
                Termination

            


    

     

    The
      appointment of the Agent and/or Registrar shall terminate forthwith if: (a)
      such
      person becomes incapable of acting; (b) a secured party takes possession, or
      a
      receiver, manager or other similar officer is appointed, of the whole or any
      part of the undertaking, assets and revenues of such person; (c) such person
      admits in writing its insolvency or inability to pay its debts as they fall
      due;
      (d) an administrator or liquidator of such person or the whole or any part
      of
      the undertaking, assets and revenues of such person is appointed (or application
      for any such appointment is made); (e) such person takes any action for a
      readjustment or deferment of any of its obligations or makes a general
      assignment or an arrangement or composition with or for the benefit of its
      creditors or declares a moratorium in respect of any of its indebtedness; (f)
      an
      order is made or an effective resolution is passed for the winding-up of such
      person; or (g) any event occurs in any jurisdiction which has an analogous
      effect to any of the foregoing. If the appointment of the Registrar or Agent
      is
      terminated in accordance with the preceding sentence, the Company shall
      forthwith appoint a successor in accordance with Clause 11.4 (Additional
      and Successor Agent).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	11.4	
              Additional
                and Successor Agent

            


    

     

    The
      Company may (with the approval of the Majority Warrantholders) appoint a
      successor registrar or agent and shall forthwith give notice of any such
      appointment to the continuing Agent or Registrar (as applicable), whereupon
      the
      Company, the continuing Agent or Registrar and the successor agent or registrar
      shall acquire and become subject to the same rights and obligations between
      themselves as if they had entered into an agreement in the form mutatis
      mutandis of
      this
      Agreement.

     

    
      	11.5	
              Agent
                may Appoint Successors

            


    

     

    If
      the
      Registrar or the Agent gives notice of its resignation in accordance with
      Clause 11.1 (Resignation)
      and by
      the tenth day before the expiry of such notice a successor has not been duly
      appointed in accordance with Clause 11.4 (Additional
      and Successor Agent),
      the
      Registrar or (as the case may be) the Agent may itself, following such
      consultation with the Company as is practicable in the circumstances appoint
      as
      its successor any reputable and experienced financial institution and give
      notice of such appointment to the Company, the remaining Agent or Registrar
      and
      the Warrantholders, whereupon the Company, the remaining Agent or Registrar
      and
      such successor shall acquire and become subject to the same rights and
      obligations between themselves as if they had entered into an agreement in
      the
      form mutatis
      mutandis of
      this
      Agreement.

     

    
      	11.6	
              Release

            


    

     

    Upon
      any
      resignation or revocation taking effect under Clause 11.1 (Resignation)
      or 11.2
      (Revocation)
      or any
      termination taking effect under Clause 11.3 (Automatic
      Termination),
      the
      relevant Agent or Registrar shall:

     

    
      	
            	(a)	
              be
                released and discharged from (i) its obligations under this Agreement
                (save that it shall remain entitled to the benefit of and be subject
                to
                Clause 10 (Terms
                of Appointment)
                and Clause 11 (Changes
                in Agent));
                and (ii) all liabilities relating to any
                successor;

            


    

     

    
      	
            	(b)	
              in
                the case of the Registrar, deliver to the Company and to its successor
                a
                copy, certified as true and up-to-date by an officer or authorised
                signatory of the Registrar, of the records maintained by it in accordance
                with Clause 5.1 (Maintenance
                of the Register);
                and

            


    

     

    
      	
            	(c)	
              forthwith
                transfer all Warrant Shares and papers (including any unissued Warrant
                Certificates held by it hereunder and any documents held by it pursuant
                to
                Clause 9.5 (Documents
                available for inspection))
                to its successor and, upon appropriate notice, provide reasonable
                assistance to its successor for the discharge of its duties and
                responsibilities hereunder.

            


    

     

    
      	11.7	
              Merger

            


    

     

    Any
      legal
      entity into which the Agent or Registrar is merged or converted or any legal
      entity resulting from any merger or conversion to which such Agent or Registrar
      is a party shall, to the extent permitted by applicable law, be the successor
      to
      such Agent or, as the case may be, Registrar without any further formality,
      whereupon the Company, the continuing Agent or Registrar and such successor
      shall acquire and become subject to the same rights and obligations between
      themselves as if they had entered into an agreement in the form mutatis
      mutandis of
      this
      Agreement. Notice of any such merger or conversion shall forthwith be given
      by
      such successor to the Company, the continuing Agent or Registrar and the
      Warrantholders.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	11.8	
              Changes
                in Specified Offices

            


    

     

    If
      the
      Agent or Registrar decides to change its Specified Office (which may only be
      effected within the same city unless the prior written approval of the Company
      and the Majority Warrantholders has been obtained), it shall give notice to
      the
      Company (with a copy to the Agent or Registrar, as the case may be) of the
      address of the new Specified Office stating the date on which such change is
      to
      take effect, which date shall be not less than thirty (30) days after the date
      of such notice. The Company shall at its own expense not less than fourteen
      (14)
      days prior to the date on which such change is to take effect (unless the
      appointment of the relevant Agent or Registrar is to terminate pursuant to
      any
      of the foregoing provisions of this Clause 11 (Changes
      in Agent)
      on or
      prior to the date of such change) give notice thereof to the
      Warrantholders.

     

    
      	12.	
              INDEMNITY

            


    

     

    
      	12.1	
              By
                the Company

            


    

     

    The
      Company indemnifies each of the Agent and the Registrar against any loss,
      liability, cost, claim, action, demand or expense (including, but not limited
      to, the costs of any lawyers or other experts and all properly incurred costs,
      charges and expenses paid or incurred in disputing or defending any of the
      foregoing) which it may incur or which anyone appointed by the Agent or
      Registrar, or to whom any of its functions may be delegated by it in the
      carrying out of its functions hereunder, may incur, or which may be made against
      it arising out of or in relation to or in connection with its appointment or
      the
      exercise of its functions, except such as may result from its wilful default,
      gross negligence or fraud or that of its officers, employees, appointees or
      delegates. The indemnity set out in this Clause 12.1 shall survive the
      termination or expiry of this Agreement and the resignation or removal of any
      Agent or Registrar.

     

    
      	12.2	
              Notwithstanding
                any contrary provision of this Agreement, neither the Agent nor Registrar
                shall in any event be liable for any special, indirect, punitive
                or
                consequential loss or damage of any kind (including but not limited
                to
                lost profits), whether or not foreseeable, and whether or not the
                Agent or
                Registrar is aware of, or the Agent or Registrar has been advised
                of, the
                likelihood of such loss or damage and regardless of whether the claim
                for
                loss or damage is made in negligence, for breach of contract or
                otherwise.

            


    

     

    
      	13.	
              COMMISSIONS,
                FEES AND EXPENSES

            


    

     

    
      	13.1	
              Fees

            


    

     

    The
      Company will pay to the Agent and Registrar the commissions, fees and expenses
      in respect of the Agent’ and Registrar’s services (as applicable) as separately
      agreed with the Agent and Registrar.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	13.2	
              Costs

            


    

     

    The
      Company will also on demand by the Agent or Registrar pay or discharge all
      costs, charges, liabilities and expenses properly incurred by the Agent or
      Registrar in the preparation and execution of this Agreement, and in the
      performance of their functions under this Agreement, including but not limited
      to legal and travelling expenses incurred by the Agent or Registrar in the
      negotiation or execution of this Agreement.

     

    The
      Company will also pay on demand all out-of-pocket expenses (including, but
      not
      limited to, legal, advertising and postage expenses) properly incurred by the
      Agent or Registrar in connection with their services together with any
      applicable value added tax and stamp, issue, documentary or other taxes and
      duties. 

     

    Neither
      the Agent nor Registrar shall have any obligation to act if it reasonably
      believes it will incur costs for which it will not be reimbursed.

     

    
      	13.3	
              Payments
                and Interest

            


    

     

    The
      Company will ensure that all the commissions, fees, costs, charges, liabilities
      and expenses incurred under this Clause 13 (Commission,
      Fees and Expenses),
      or
      otherwise, by the Agent or Registrar are paid within thirty (30) days of receipt
      of a written demand. After such period any amounts owing by the Company to
      either the Agent or Registrar will carry interest from the date of demand at
      the
      rate of two percent (2%) per annum over the base rate of a UK clearing bank
      (as
      selected by the Agent or Registrar (as applicable) and notified to the
      Company).

     

    
      	13.4	
              No
                Withholding

            


    

     

    All
      payments to be made by the Company under this Agreement shall be made free
      and
      clear of, and without any deduction for, any taxes, duties, assessments or
      governmental charges of whatever nature imposed, levied, collected, withheld
      or
      assessed under any applicable law by or within any relevant jurisdiction or
      any
      authority therein or thereof having the power to tax, unless such withholding
      or
      deduction is required by law. In such an event, the amount payable shall be
      increased to an amount which will result in the receipt by the Registrar and
      the
      Agent of such amount as would have been received by them had no such withholding
      or deduction been required.

     

    
      	14.	
              CURRENCY
                INDEMNITY

            


    

     

    An
      amount
      received or recovered in a currency other than dollars (the “Contractual
      Currency”)
      (whether as a result of, or of the enforcement of, a judgment or order of a
      court of any jurisdiction or in the winding-up or dissolution of the Company,
      or
      otherwise), by any of the Agent of the Registrar in respect of any sum expressed
      to be due to it from the Company, will only discharge the Company, to the extent
      of the Contractual Currency amount which the recipient is able to purchase
      with
      the amount so received or recovered in that other currency on the date of that
      receipt or recovery (or, if it is not practicable to make that purchase on
      that
      date, on the first date on which it is practicable to do so).

     

    If
      that
      Contractual Currency amount is less than the Contractual Currency amount
      expressed to be due to the recipient under this Agreement, the Company will
      indemnify it against any loss sustained by it as a result. In any event, the
      Company will indemnify the recipient against the cost of making any such
      purchase.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	15.	
              NOTICES

            


    

     

    
      	15.1	
              Addresses
                for Notices

            


    

     

    All
      notices and communications hereunder shall be made in writing (by letter or
      fax)
      and shall be sent as follows:

     

    
      	
            	(a)	
              If
                to the Company, to it at:

            


    

     

    
      	
              China
                Architectural Engineering, Inc.

            
	
              105
                Baishi Rd., Jiuzhou West Avenue

              Zhuhai,
                519070

              China

            
	
              Fax
                no. 

            	
              +86-756-853-8922

            
	
              Attention:

            	
              Luo
                Ken Yi

            
	 	 


    

    
      	
            	(b)	
              If
                to the Agent or Registrar, to it at the address or fax number specified
                against its name in Schedule 2 (or, in the case of an Agent not originally
                a party hereto, specified by notice to the parties hereto at the
                time of
                its appointment) for the attention of the person or department therein
                specified; and

            


    

     

    or,
      in
      any case, to such other address or fax number or for the attention of such
      other
      person or department as the addressee has by prior notice to the sender
      specified for the purpose.

     

    
      	15.2	
              Delivery

            


    

     

    Each
      communication and document to be made or delivered by one (1) party to another
      pursuant to this Agreement shall be deemed to have been delivered when
      despatched (in the case of any communication by facsimile) or (in the case
      of
      any communication made by letter) when left at the address or (as the case
      may
      be) ten days after being deposited in the post (postage pre-paid) in an envelope
      addressed to it at that address.

     

    
      	15.3	
              Notices
                to Warrantholders

            


    

     

    Any
      notice required to be given to Warrantholders under this Agreement shall be
      given in accordance with the Conditions; provided,
      however, that,
      so long
      as the Warrants are represented by the Global Warrant Certificate, notices
      to
      Warrantholders shall be given in accordance with the terms of the Global Warrant
      Certificate.

     

    
      	15.4	
              Notices
                in English

            


    

     

    All
      notices and other communications hereunder shall be made in the English language
      or shall be accompanied by a certified English translation thereof. Any
      certified English translation delivered hereunder shall be certified a true
      and
      accurate translation by a professionally qualified translator or by some other
      person competent to do so.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	16.	
              LAW
                AND JURISDICTION

            


    

     

    
      	16.1	
              Governing
                Law

            


    

     

    This
      Agreement and all matters arising from or connected with it are governed by,
      and
      shall be construed in accordance with, English law.

     

    
      	16.2	
              English
                Courts

            


    

     

    The
      Company irrevocably agrees that the courts of England have exclusive
      jurisdiction to settle any dispute (a “Dispute”),
      arising from or connected with this Agreement (including a dispute regarding
      the
      existence, validity or termination of this Agreement or the consequences of
      its
      nullity) and accordingly submits to the exclusive jurisdiction of the English
      courts.

     

    
      	16.3	
              Appropriate
                forum

            


    

     

    The
      parties agree that the courts of England are the most appropriate and convenient
      courts to settle any Dispute and, accordingly, that they will not argue to
      the
      contrary.

     

    
      	16.4	
              Rights
                of the Agent to take proceedings outside
                England

            


    

     

    Clause 16.2
      (English
      Courts)
      is for
      the benefit of the Agent and the Registrar only. As a result, nothing in this
      Clause prevents the Agent or the Registrar from taking proceedings relating
      to a
      Dispute (“Proceedings”)
      in any
      other courts with jurisdiction. To the extent allowed by law, the Agent and
      the
      Registrar may take concurrent Proceedings in any number of
      jurisdictions.

     

    
      	16.5	
              Service
                of process 

            


    

     

    The
      Company agrees that the documents which start any Proceedings and any other
      documents required to be served in relation to those Proceedings may be served
      on it by being delivered to The
      London Law Agency of 69 Southampton Row, London WC1B 4ET, United
      Kingdom.
      If such
      person is not or ceases to be effectively appointed to accept service of process
      on behalf of the Company, the Company shall (i) promptly notify the Agent;
      and
      (ii) appoint a further person in England to accept service of process on its
      behalf and, failing such appointment within fifteen (15) days, the Agent shall
      be entitled to appoint such a person by written notice to the Company. Nothing
      in this paragraph shall affect the right of any party hereto to serve process
      in
      any other manner permitted by law. This Clause 16.5 (Service
      of process)
      applies
      to Proceedings in England and to Proceedings elsewhere.

     

    
      	16.6	
              Arbitration

            


    

     

    The
      Company agrees that the Agent and/or the Registrar may elect by written notice
      to the Company 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 Clause 16.6 (Arbitration)
      (the
“Rules”),
      which
      Rules shall be deemed incorporated in this Agreement. The number of arbitrators
      shall be three (3). 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.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	17.	
              MODIFICATION

            


    

     

    This
      Agreement may be amended by further agreement among the parties hereto and
      without the consent of the Warrantholders.

     

    
      	18.	
              RIGHTS
                OF THIRD PARTIES

            


    

     

    A
      person
      who is not a party to this Agreement has no right under the Contracts (Rights
      of
      Third Parties) Act 1999 to enforce any terms of this Agreement.

     

    
      	19.	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when so executed shall constitute one (1)
      and
      the same binding agreement between the parties.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    AS
      WITNESS
      the
      parties have caused their respective duly authorised representatives to execute
      this Agreement on the day and year first before 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
      Registrar

     

    THE
      BANK OF NEW YORK

    
       

      
        	 	 	 	 
	
                By:  [SIGNATURE OF AUTHORIZED PERSON]

                
                  

                
Name: 	 	 	 
	
                Title:


              	 	 	 


      

       

    

    The
      Agent

     

    THE
      BANK OF NEW YORK, LONDON BRANCH

    
      
         

        
          	 	 	 	 
	
                  By:  [SIGNATURE OF AUTHORIZED PERSON]

                  
                    

                  
Name: 	 	 	 
	
                  Title:


                	 	 	 


        

         

        Signature
          Page of

        Warrant
          Agency Agreement

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1  


    REGULATIONS
      CONCERNING TRANSFERS AND REGISTRATION OF WARRANTS

     

    
      	
              1.

            	
              Subject
                to paragraph 4 and paragraph 11 below, Warrants may be transferred
                by
                execution of the relevant form of transfer under the hand of the
                transferor or, where the transferor is a corporation, under its common
                seal or under the hand of two (2) of its officers duly authorised
                in
                writing. Where the form of transfer is executed by an attorney or,
                in the
                case of a corporation, under seal or under the hand of two (2) of
                its
                officers duly authorised in writing, a copy of the relevant power
                of
                attorney certified by a financial institution in good standing or
                a notary
                public or in such other manner as the Registrar may require or, as
                the
                case may be, copies certified in the manner aforesaid of the documents
                authorising such officers to sign and witness the affixing of the
                seal
                must be delivered with the form of transfer. In this Schedule,
                “transferor”
                shall, where the context permits or requires, include joint transferors
                and shall be construed accordingly.

            


    

     

    
      	
              2.

            	
              The
                Warrant Certificate issued in respect of the Warrants to be transferred
                must be surrendered for registration, together with the form of transfer
                (including any certification as to compliance with restrictions on
                transfer included in such form of transfer) endorsed thereon, duly
                completed and executed, at the Specified Office of the Registrar
                or the
                Agent, and together with such evidence as the Registrar or (as the
                case
                may be) the Agent may reasonably require to prove the title of the
                transferor and the authority of the persons who have executed the
                form of
                transfer. The signature of the person effecting a transfer of a Warrant
                shall conform to any list of duly authorised specimen signatures
                supplied
                by the Holder of such Warrant or be certified by a financial institution
                in good standing, notary public or in such other manner as the Registrar
                or the Agent may require.

            


    

     

    
      	
              4.

            	
              No
                Warrantholder may require the transfer of a Warrant to be registered
                following an Exercise Date in respect of 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).

            


    

     

    
      	
              5.

            	
              No
                Warrantholder which has executed a form of Proxy in relation to a
                Meeting
                may require the transfer of a Warrant covered by such form of Proxy
                to be
                registered until the earlier of the conclusion of the Meeting and
                its
                adjournment for want of a quorum.

            


    

     

    
      	
              6.

            	
              The
                executors or administrators of a deceased Holder of a Warrant (not
                being
                one of several joint Holders) and, in the case of the death of one
                (1) or
                more of several joint Holders, the survivor or survivors of such
                joint
                Holders, shall be the only persons recognised by the Company as having
                any
                title to such Warrant.

            


    

     

    
      	
              7.

            	
              Any
                person becoming entitled to any Warrants in consequence of the death
                or
                bankruptcy of the Holder of such Warrants may, upon producing such
                evidence that he holds the position in respect of which he proposes
                to act
                under this paragraph or of his title as the Registrar or the Agent
                may
                require (including legal opinions), become registered himself as
                the
                Holder of such Warrants or, subject to the provisions of these
                Regulations, the Warrants and the Conditions as to transfer, may
                transfer
                such Warrants. The Company, the Registrar and the Agent shall be
                at
                liberty to retain any amount payable upon the Warrants to which any
                person
                is so entitled until such person is so registered or duly transfers
                such
                Warrants.

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Unless
                otherwise required by him and agreed by the Company and the Registrar,
                the
                Holder of any Warrants shall be entitled to receive only one Warrant
                Certificate in respect of his
                holding.

            


    

     

    
      	
              9.

            	
              The
                joint Holders of any Warrant shall be entitled to one (1) Warrant
                Certificate only in respect of their joint holding which shall, except
                where they otherwise direct, be delivered to the joint Holder whose
                name
                appears first in the Register in respect of the joint
                holding.

            


    

     

    
      	
              10.

            	
              Where
                there is more than one (1) transferee (to hold other than as joint
                Holders), separate forms of transfer (obtainable from the Specified
                Office
                of the Registrar or the Agent) must be completed in respect of each
                new
                holding.

            


    

     

    
      	
              11.

            	
              A
                Holder of Warrants may transfer all or part only of his holding of
                Warrants, provided
                that both
                the amount of Warrants transferred and the amount of the balance
                not
                transferred are in integral multiples of 10,000. Where a Holder of
                Warrants has transferred part only of his holding of Warrants, a
                new
                Warrant Certificate in respect of the balance of such holding will
                be
                delivered to him.

            


    

     

    
      	
              12.

            	
              The
                Company, the Agent and the Registrar shall, save in the case of the
                issue
                of replacement Warrants pursuant to Condition 17 (Replacement
                Certificates),
                make no charge to the Holders for the registration of any holding
                of
                Warrants or any transfer thereof or for the issue of any Warrants
                or for
                the delivery thereof at the Specified Office of the Agent or the
                Registrar
                or by uninsured post to the address specified by the Holder, but
                such
                registration, transfer, issue or delivery shall be effected against
                such
                indemnity from the Holder or the transferee thereof as the Registrar
                or
                the Agent may require in respect of any tax or other duty of whatever
                nature which may be levied or imposed in connection with such
                registration, transfer, issue or
                delivery.

            


    

     

    
      	
              13.

            	
              Provided
                a transfer of a Warrant is duly made in accordance with all applicable
                requirements and restrictions upon transfer and the Warrant(s) transferred
                are presented to the Agent and/or the Registrar in accordance with
                the
                Warrant Agency Agreement and these Regulations, and subject to unforeseen
                circumstances beyond the control of the Agent or the Registrar arising,
                the Agent or the Registrar will, within five (5) business days of
                the
                request for transfer being duly made, deliver at its Specified Office
                to
                the transferee or despatch by registered post (at the request and
                risk of
                the transferee) to such address as the transferee entitled to the
                Warrants
                in relation to which such Warrant Certificate is issued may have
                specified, a Warrant Certificate in respect of which entries have
                been
                made in the Register, all formalities complied with and the name
                of the
                transferee completed on the Warrant Certificate by or on behalf of
                the
                Registrar. For the purposes of this paragraph, “business
                day”
                means a day on which commercial banks are open for business (including
                dealings in foreign currencies) in the cities in which the Registrar
                and
                (if applicable) the Agent have their respective Specified
                Offices.

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2  


    SPECIFIED
      OFFICES OF THE AGENT
      AND THE REGISTRAR

     

    The
      Registrar

     

    The
      Bank
      of New York

     

    101
      Barclay Street, 21st Floor, New York

    NY
      10286,
      United States of America

     

    
      
        	
                Fax:

              	
                +1
                  212 815 5802/5803

              
	
                Attention:

              	
                Global
                  Corporate Trust

              


      

With
      a
      copy to:

    


    The
      Bank
      of New York

    


    Level
      12,
      3 Pacific Place

    1
      Queen’s
      Road East

    Hong
      Kong

    
       

      
        
          	
                  Fax:

                	
                  852
                    2295 3283

                
	
                  Attention:

                	
                  Corporate
                    Trust

                


        

      

    

     

    The
      Agent

    


    The
      Bank
      of New York, London Branch

    


    40th
      Floor, One Canada Square

    London,
      E14 5AL, United Kingdom

    
      
         

        
          
            	
                    Fax:

                  	
                    +44
                      20 7964 6369

                  
	
                    Attention:

                  	
                    Global
                      Corporate Trust

                  


          

        

      

       

    

    With
      a
      copy to:

    


    The
      Bank
      of New York

    


    Level
      12,
      3 Pacific Place

    1
      Queen’s
      Road East

    Hong
      Kong

    
      
        
           

          
            
              	
                      Fax:

                    	
                      852
                        2295 3283

                    
	
                      Attention:

                    	
                      Corporate
                        Trust

                    


            

          

        

      

    

     

    
      
        
        

      

      
        -20-