WARRANT AGREEMENT

      Agreement made as of __________, 2006 between China Opportunity
Acquisition Corp., a Delaware corporation, with offices at 354 East 50th Street,
New York, New York 10022 ("Company"), and Continental Stock Transfer & Trust
Company, a New York corporation, with offices at 17 Battery Place, New York, New
York 10004 ("Warrant Agent").

      WHEREAS, the Company has received binding commitments from Harry Edelson,
Nicholas Puro, Barry M. Shereck, Rose-Marie Fox, Daxi Li, Bailin Zheng, Eliot
Clauss and John Allen (collectively, the "Insiders") to purchase an aggregate of
2,266,667 warrants ("Insider Warrants"); and

      WHEREAS, the Company is engaged in a public offering ("Public Offering")
of Units and, in connection therewith, has determined to issue and deliver up to
(i) 13,800,000 Warrants ("Public Warrants") to the public investors, and (ii)
1,200,000 Warrants to EarlyBirdCapital, Inc. ("EBC") or its designees
("Representative's Warrants" and, together with the Public Warrants and Insider
Warrants, the "Warrants"), each of such Warrants evidencing the right of the
holder thereof to purchase one share of the Company's common stock, par value
$.0001 per share ("Common Stock"), for $5.00, subject to adjustment as described
herein; and

      WHEREAS, the Company has filed with the Securities and Exchange Commission
a Registration Statement on Form S-1, No. 333-_____ ("Registration Statement"),
for the registration, under the Securities Act of 1933, as amended ("Act") of,
among other securities, the Warrants and the Common Stock issuable upon exercise
of the Warrants; and

      WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

      WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

      WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the




execution and delivery of this Agreement.

      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1.    Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance
with the terms and conditions set forth in this Agreement.

2.    Warrants.

      2.1.  Form of Warrant. Each Warrant shall be issued in registered form
only, shall be in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and shall be signed by, or bear the facsimile
signature of, the Chairman of the Board or President and Treasurer, Secretary or
Assistant Secretary of the Company and shall bear a facsimile of the Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

      2.2.  Effect of Countersignature. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

      2.3.  Registration.

            2.3.1.  Warrant Register. The Warrant Agent shall maintain books
("Warrant Register"), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

            2.3.2.  Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("registered holder"), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the


                                        2



Warrant Certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

      2.4.  Detachability of Warrants. The securities comprising the Units will
not be separately transferable until 90 days after the date hereof unless EBC
informs the Company of its decision to allow earlier separate trading, but in no
event will EBC allow separate trading of the securities comprising the Units
until the Company files a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the exercise
of the Underwriter's over-allotment option, if the over-allotment option is
exercised prior to the filing of the Form 8-K.

      2.5   Warrant Attributes. The Insider Warrants and Representative's
Warrants shall have the same terms and be in the same form as the Public
Warrants.

3.    Terms and Exercise of Warrants

      3.1.  Warrant Price. Each Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $5.00 per whole share,
subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term "Warrant Price" as used in this Warrant Agreement
refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date.

      3.2.  Duration of Warrants. A Warrant may be exercised only during the
period ("Exercise Period") commencing on the later of (i) the consummation by
the Company of a merger, capital stock exchange, asset acquisition or other
similar business combination ("Business Combination") (as described more fully
in the Company's Registration Statement) and (ii) ______, 2007, and terminating
at 5:00 p.m., New York City time on the earlier to occur of (i) _________, 2010
or (ii) the date fixed for redemption of the Warrants as provided in Section 6
of this Agreement ("Expiration Date"). Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date.


                                        3



      3.3.  Exercise of Warrants.

            3.3.1.  Payment. Subject to the provisions of the Warrant and this
Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of
the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed, and by paying in full the Warrant Price
for each full share of Common Stock as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, as
follows:

            (a)     in cash, good certified check or good bank draft payable to
      the order of the Company (or as otherwise agreed to by the Company);

            (b)     in the event of redemption pursuant to Section 6 hereof in
      which the Company's management has elected to force all holders of
      Warrants to exercise such Warrants on a "cashless basis," by surrendering
      the Warrants for that number of shares of Common Stock equal to the
      quotient obtained by dividing (x) the product of the number of shares of
      Common Stock underlying the Warrants, multiplied by the difference between
      the Warrant Price and the "Fair Market Value" (defined below) by (y) the
      Fair Market Value. Solely for purposes of this Section 3.3.1, the "Fair
      Market Value" shall mean the average reported last sale price of the
      Common Stock for the 10 trading days ending on the third trading day prior
      to the date on which the notice of redemption is sent to holders of
      Warrant pursuant to Section 6 hereof.

            3.3.2.  Issuance of Certificates. As soon as practicable after the
exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price, the Company shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of Common Stock to
which he is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Public Warrant
or a Representative's Warrant and shall have no obligation to settle such Public
Warrant or Representative's Warrant exercise unless a registration statement
under the Act with respect to the Common Stock is effective, subject to the


                                        4



Company's satisfying its obligations under Section 7.4 to use its best efforts.
In the event that a registration statement with respect to the Common Stock
underlying a Public Warrant or a Representative's Warrant is not effective under
the Act, the holder of such Public Warrant or Representative's Warrant shall not
be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless. In no event will the Company be required to net cash settle
the warrant exercise. Public Warrants and Representative's Warrants may not be
exercised by, or securities issued to, any registered holder in any state in
which such exercise would be unlawful. The shares of common stock issuable upon
exercise of Insider Warrants shall be unregistered shares. In the event that a
registration statement is not effective for the exercised Public Warrants and
Representative's Warrants, the purchaser of a unit containing such Warrant, will
have paid the full purchase price for the unit solely for the shares included in
such unit.

            3.3.3.  Valid Issuance. All shares of Common Stock issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.

            3.3.4.  Date of Issuance. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.

            3.3.5.  Intentionally Omitted.

4.    Adjustments.

      4.1.  Stock Dividends - Split-Ups. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock,
or by a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.

      4.2.  Aggregation of Shares. If after the date hereof, and subject to
the provisions of Section 4.6,


                                        5



the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of
Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of
Common Stock.

      4.3   Adjustments in Exercise Price. Whenever the number of shares of
Common Stock purchasable upon the exercise of the Warrants is adjusted, as
provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to
the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

      4.4.  Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

      4.5.  Notices of Changes in Warrant. Upon every adjustment of the
Warrant Price or the number of shares issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant


                                        6



Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at
such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,
then, in any such event, the Company shall give written notice to each Warrant
holder, at the last address set forth for such holder in the warrant register,
of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such
event.

      4.6.  No Fractional Shares. Notwithstanding any provision contained in
this Warrant Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Warrants. If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up or down to the nearest whole number
the number of the shares of Common Stock to be issued to the Warrant holder.

      4.7.  Form of Warrant. The form of Warrant need not be changed because
of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.

5.    Transfer and Exchange of Warrants.

      5.1.  Registration of Transfer. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

      5.2.  Procedure for Surrender of Warrants. Warrants may be surrendered
to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so


                                        7



surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.

      5.3.  Fractional Warrants. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.

      5.4.  Service Charges. No service charge shall be made for any exchange
or registration of transfer of Warrants.

      5.5.  Warrant Execution and Countersignature. The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.

6.    Redemption.

      6.1.  Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, with the
prior consent of EBC, at any time while they are exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2, at the price of $.01 per Warrant ("Redemption Price"), provided
that the last sales price of the Common Stock has been at least $8.50 per share
(subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period ending on the third
business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified, amended or deleted without
the prior written consent of EBC.

      6.2.  Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all of the Warrants, the Company shall fix a date for the
redemption. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for
redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.


                                        8



      6.3.  Exercise After Notice of Redemption. The Warrants may be exercised,
for cash (or on a "cashless basis" in accordance with Section 3.3.1 of this
Agreement) at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the time and date fixed for
redemption. In the event the Company determines to require all holders of
Warrants to exercise their Warrants on a "cashless basis" pursuant to Section
3.3.1(b), the notice of redemption will contain the information necessary to
calculate the number of shares of Common Stock to be received upon exercise of
the Warrants, including the "Fair Market Value" in such case. On and after the
redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.

      6.4   Exclusion of Certain Warrants.

            6.4.1   The Company understands that the redemption rights provided
for by this Section 6 apply only to outstanding Warrants. To the extent a person
holds rights to purchase Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise provided that the
criteria for redemption is met. The provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of EBC.

            6.4.2   The Insider Warrants shall not be redeemable by the Company
as long as such Insider Warrants continue to be held by the Insiders or their
affiliates. However, once such Insiders or their affiliates transfer such
Insider Warrants, such Insider Warrants shall then be redeemable by the Company
pursuant to Section 6 hereof.

7.    Other Provisions Relating to Rights of Holders of Warrants.

      7.1.  No Rights as Stockholder. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.

      7.2.  Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they


                                        9



may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor,
and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall
be at any time enforceable by anyone.

      7.3.  Reservation of Common Stock. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

      7.4.  Registration of Common Stock. The Company agrees that prior to the
commencement of the Exercise Period, it shall use its best efforts to file with
the Securities and Exchange Commission a post-effective amendment to the
Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall use its best efforts to take such action as is
necessary to qualify for sale, in those states in which the Warrants were
initially offered by the Company, the Common Stock issuable upon exercise of the
Warrants. In either case, the Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions
of this Agreement. The provisions of this Section 7.4 may not be modified,
amended or deleted without the prior written consent of EBC.

8.    Concerning the Warrant Agent and Other Matters.

      8.1.  Payment of Taxes. The Company will from time to time promptly pay
all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

      8.2.  Resignation, Consolidation, or Merger of Warrant Agent.

            8.2.1.  Appointment of Successor Warrant Agent. The Warrant Agent,
or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days' notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity


                                       10



by the Warrant Agent or by the holder of the Warrant (who shall, with such
notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the
Company's cost. Any successor Warrant Agent, whether appointed by the Company or
by such court, shall be a corporation organized and existing under the laws of
the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

            8.2.2.  Notice of Successor Warrant Agent. In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

            8.2.3.  Merger or Consolidation of Warrant Agent. Any corporation
into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the
Warrant Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.

      8.3.  Fees and Expenses of Warrant Agent.

            8.3.1.  Remuneration. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

            8.3.2.  Further Assurances. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts,


                                       11



instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.

      8.4.  Liability of Warrant Agent.

            8.4.1.  Reliance on Company Statement. Whenever in the performance
of its duties under this Warrant Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the
President or Chairman of the Board of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

            8.4.2.  Indemnity. The Warrant Agent shall be liable hereunder only
for its own negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

            8.4.3.  Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it
be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or
responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares
of Common Stock will when issued be valid and fully paid and nonassessable.

      8.5.  Acceptance of Agency. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of


                                       12



Common Stock through the exercise of Warrants.

9.    Miscellaneous Provisions.

      9.1.  Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.

      9.2.  Notices. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by
hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

                    China Opportunity Acquisition Corp.
                    354 East 50th Street
                    New York, New York 10022
                    Attn: Chief Executive Officer

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

                    Continental Stock Transfer & Trust Company
                    17 Battery Place
                    New York, New York 10004
                    Attn: Compliance Department

with a copy in each case to:

                    Graubard Miller
                    The Chrysler Building
                    405 Lexington Avenue
                    New York, New York 10174
                    Attn: David Alan Miller, Esq.

and

                    Blank Rome LLP
                    The Chrysler Building
                    405 Lexington Avenue


                                       13



                    New York, New York 10174
                    Attn: Robert J. Mittman, Esq.
and

                    EarlyBirdCapital, Inc.
                    275 Madison Avenue, Suite 1203
                    New York, New York 10016
                    Attn: David M. Nussbaum, Chairman

      9.3.  Applicable law. The validity, interpretation, and performance of
this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another
jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum. Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth in Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.

      9.4.  Persons Having Rights under this Agreement. Nothing in this
Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof,
EBC, any right, remedy, or claim under or by reason of this Warrant Agreement or
of any covenant, condition, stipulation, promise, or agreement hereof. EBC shall
be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the
sole and exclusive benefit of the parties hereto (and EBC with respect to the
Sections 6.1, 6.4, 7.4 and 9.2 hereof) and their successors and assigns and of
the registered holders of the Warrants.


                                       14



      9.5.  Examination of the Warrant Agreement. A copy of this Agreement shall
be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

      9.6.  Counterparts. This Agreement may be executed in any number of
original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

      9.7.  Effect of Headings. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

      9.8   Amendments. This Agreement may be amended by the parties hereto
without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the
interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the written consent of the registered holders of a
majority of the then outstanding Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
the registered holders.


                                       15



      IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


                                        CHINA OPPORTUNITY ACQUISITION CORP.


                                        By:  ___________________________________
                                                Name:
                                                Title:


                                        CONTINENTAL STOCK TRANSFER
                                        & TRUST COMPANY


                                        By:  ___________________________________
                                                Name:
                                                Title:


                                       16