OMNIALUO, INC. WARRANT TO PURCHASE COMMON STOCK

THESE
      SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE
      NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

OMNIALUO,
      INC.

WARRANT
      TO PURCHASE
COMMON
      STOCK 

This
      certifies that ______, ___________ and existing under the laws of _______ or
      any
      of its assigns (collectively the “Holders”), for value received, are
      collectively amongst themselves entitled to purchase from Wentworth II, Inc.,
      a
      Delaware corporation (the “Company”) which will change its name to OmniaLuo,
      Inc., having an address for receipt of notices under this Warrant at Room 101,
      Building E6, Huaqiaocheng, East Industrial Park, Nanshan District, Shenzhen,
      518053, The People’s Republic of China, up to __________ fully-paid shares of
      common stock, $0.01 par value per share (the “Common Stock”) of the Company (the
“Warrant
      Shares”),
      at an
      exercise price equal to $1.25 per share (as adjusted from time to time as
      provided in Section 3 hereof, the “Exercise
      Price”)
      at any
      time or from time to time commencing from the date of the initiation of
      quotation of the Common Stock on the OTC Bulletin Board or listing of the Common
      Stock on NASDAQ (the first such event being referred to herein as the
“Listing”),
      up to
      and including 5:00 p.m. (New York time) on a business day that is two
      (2) years
      after the Listing; such day being referred to herein as the “Expiration
      Date”,
      upon
      surrender to the Company at its principal office (or at such other location
      as
      the Company may advise the Holders in writing) of this Warrant properly endorsed
      with the Form of Exercise attached hereto duly filled in and signed and, if
      applicable, upon payment in cash, by wire transfer or by check of the aggregate
      Exercise Price for the number of shares for which this Warrant is being
      exercised determined in accordance with the provisions hereof. The Company
      shall
      deliver notice of the Listing to the Holders at least 30 days prior to its
      initiation. The Exercise Price and the number of Warrant Shares purchasable
      hereunder are subject to adjustment as provided in Section 3 of this Warrant.
      The result of the number of Warrant Shares purchasable hereunder at any time
      multiplied by the Exercise Price in effect at such time is hereinafter referred
      to as the “Exercise
      Consideration.”
      
 

        

        

          
        

        

This
      Warrant is subject to the following terms and conditions:

1. EXERCISE;
      ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. This
      Warrant is exercisable at the option of the Holders of record hereof, acting
      collectively, at any time or from time to time, up to the Expiration Date for
      all or any part of the Warrant Shares (but not for a fraction of a share) which
      may be purchased hereunder. Certificates for the Warrant Shares so purchased,
      together with any other securities or property to which the Holders hereof
      are
      entitled upon such exercise, shall be delivered to the Holders hereof by the
      Company at the Company’s expense immediately but no later than within three (3)
      business days after the rights represented by this Warrant have been so
      exercised. Each share certificate so delivered shall be in such denominations
      of
      Warrant Shares as may be requested by the Holders hereof and shall be registered
      in the name of such Holders.

2. SHARES
      TO BE FULLY PAID; RESERVATION OF SHARES. The
      Company covenants and agrees that all Warrant Shares which may be issued upon
      the exercise of the rights represented by this Warrant will, upon issuance,
      be
      duly authorized, validly issued, fully paid and free from all pre-emptive rights
      of any stockholder and free of all taxes, liens and charges with respect to
      the
      issue thereof. The Company further covenants and agrees that, during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved, for the purpose of
      issue
      or transfer upon exercise of the subscription rights evidenced by this Warrant,
      a sufficient number of authorized but unissued shares of Common Stock, or other
      securities and property, when and as required to provide for the exercise of
      the
      rights represented by this Warrant. The Company will take all such action as
      may
      be necessary to assure that such Warrant Shares may be issued as provided herein
      without violation of any applicable law or regulation, or of any requirements
      of
      any securities exchange upon which the Common Stock may be listed. 

3. ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF SHARES. The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the occurrence
      of
      certain events described in this Section 3. Upon each adjustment of the Exercise
      Price, the Holders of this Warrant shall thereafter be entitled to purchase,
      at
      the Exercise Price resulting from such adjustment, the number of shares obtained
      by dividing the Exercise Consideration by the Exercise Price resulting from
      such
      adjustment.

3.1 Subdivision
      or Combination of Share Capital. In
      case
      the Company shall at any time subdivide its outstanding shares of Common Stock
      into a greater number of shares, the Exercise Price in effect immediately prior
      to such subdivision shall be proportionately reduced, and conversely, in case
      the outstanding of Common Stock of the Company shall be combined into a smaller
      number of shares, the Exercise Price in effect immediately prior to such
      combination shall be proportionately increased. If any recapitalization,
      reclassification or reorganization of the share capital of the Company (other
      than by way of subdivision or combination) shall be effected in such a way
      that
      holders of shares Common Stock shall be entitled to receive shares, securities,
      or other assets or property (a “Reorganization”),
      then,
      as a condition of such Reorganization, lawful and adequate provisions shall
      be
      made by the Company whereby the Holders hereof shall thereafter have the right
      to purchase and receive (in lieu of the Warrant Shares immediately theretofore
      purchasable and receivable upon the exercise of the rights represented hereby)
      such shares, securities or other assets or property as may be issued or payable
      with respect to or in exchange for a number of outstanding shares of Common
      Stock equal to the number of shares immediately theretofore purchasable and
      receivable upon the exercise of the rights represented hereby. In the event
      of
      any Reorganization, appropriate provision shall be made by the Company with
      respect to the rights and interests of the Holders of this Warrant to the end
      that the provisions hereof (including, without limitation, provisions for
      adjustments of the Exercise Price and of the number of shares purchasable and
      receivable upon the exercise of this Warrant) shall thereafter by applicable,
      in
      relation to any shares, securities or assets thereafter deliverable upon the
      exercise hereof. 


        
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3.2 Consolidation,
      Merger or Sale. If
      any
      consolidation or merger of the Company with another corporation, or the sale
      of
      all or substantially all of its assets or other transaction shall be effected
      in
      such a way that holders of Common Stock shall be entitled to receive shares,
      securities, or other assets or property (an “Organic
      Change”),
      then,
      as a condition of such Organic Change, lawful and adequate provisions shall
      be
      made by the Company whereby the Holders hereof shall thereafter have the right
      to purchase and receive (in lieu of the Warrant Shares immediately theretofore
      purchasable and receivable upon the exercise of the rights represented hereby)
      such shares, securities or other assets or property as may be issued or payable
      with respect to or in exchange for a number of outstanding shares of Common
      Stock equal to the number of shares immediately theretofore purchasable and
      receivable upon the exercise of the rights represented hereby; provided,
      however, that in the event the value of the shares, securities or other assets
      or property (determined in good faith by the Board of Directors of the Company)
      issuable or payable with respect to one share of Common Stock of the Company
      immediately theretofore purchasable and receivable upon the exercise of the
      rights represented hereby is in excess of the Exercise Price hereof effective
      at
      the time of a merger and securities received in such reorganization, then the
      Exercise Price shall be adjusted to reflect the new increased share value unless
      this Warrant is exercised prior to such Organic Change. In the event of any
      Organic Change, appropriate provision shall be made by the Company with respect
      to the rights and interests of the Holders of this Warrant to the end that
      the
      provisions hereof (including, without limitation, provisions for adjustments
      of
      the Exercise Price and of the number of shares purchasable and receivable upon
      the exercise of this Warrant) shall thereafter be applicable, in relation to
      any
      shares, securities or assets thereafter deliverable upon the exercise hereof.
      The Company will not effect any such consolidation, merger or sale unless,
      prior
      to the consummation thereof, the successor corporation (if other than the
      Company) resulting from such consolidation or the corporation purchasing such
      assets shall assume by written instrument reasonably satisfactory in form and
      substance to the Holders of Warrants to purchase Common Stock then outstanding,
      executed and mailed or delivered to the registered Holders hereof at the last
      address of such Holders appearing on the books of the Company, the obligation
      to
      deliver to such Holders such shares, securities or assets as, in accordance
      with
      the foregoing provisions, such Holders may be entitled to purchase.

3.3 Certain
      Events. If
      any
      change in the outstanding Common Stock of the Company or any other event occurs
      as to which the other provisions of this Section 3 are not strictly applicable
      or if strictly applicable would not fairly protect the purchase rights of the
      Holders of the Warrant in accordance with such provisions, then the Board of
      Directors of the Company shall make an adjustment in the number and class of
      shares available under the Warrant, the Exercise Price or the application of
      such provisions, so as to protect such purchase rights as aforesaid. The
      adjustment shall be such as will give the Holders of the Warrant upon exercise
      for the same aggregate Exercise Price the total number, class and kind of shares
      as he would have owned had the Warrant been exercised prior to the event and
      had
      he continued to hold such shares until after the event requiring
      adjustment.
 

        
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3.4 Notices
      of Change. 

(a) Immediately
      upon i) any adjustment in the number or class of shares subject to this Warrant
      and of the Exercise Price or ii) in the event any of the conditions in Clause
      3.2 should become applicable, the Company shall give written notice thereof
      to
      the Holders, setting forth in reasonable detail and certifying the calculation
      of such adjustment.

(b) The
      Company shall give written notice to the Holders at least 10 business days
      prior
      to the date on which the Company closes its books or takes a record for
      determining rights to receive any dividends or distributions.

(c) The
      Company shall also give written notice to the Holders at least 30 business
      days
      prior to the date on which an Organic Change shall take place.

4. NO
      VOTING OR DIVIDEND RIGHTS; LIMITATION OR LIABILITY. Nothing
      contained in this Warrant shall be construed as conferring upon the Holders
      hereof the right to vote or to consent or to receive notice as a stockholder
      of
      the Company or any other matters or any rights whatsoever as a stockholder
      of
      the Company. No dividends or interest shall be payable or accrued in respect
      of
      this Warrant or the interest represented hereby or the shares purchasable
      hereunder until, and only to the extent that, this Warrant shall have been
      exercised. No provisions hereof, in the absence of affirmative action by the
      holder to purchase Warrant Shares, and no mere enumeration herein of the rights
      or privileges of the holder hereof, shall give rise to any liability of such
      Holders for the Exercise Price or as a stockholder of the Company, whether
      such
      liability is asserted by the Company or by its creditors.

5. WARRANTS
      TRANSFERABLE. This
      Warrant may be freely transferred without prior notice and without the prior
      written consent of the Company, subject to compliance with applicable United
      States and other jurisdiction’s securities laws.

6. RIGHTS
      AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The
      rights and obligations of the Company, of the holders of this Warrant and of
      the
      holder of Warrant Shares issued upon exercise of this Warrant, shall survive
      the
      exercise of this Warrant.

7. MODIFICATION
      AND WAIVER. This
      Warrant and any provision hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought.

8. NOTICES.
      Any
      notice, request or other document required or permitted to be
given
      or
      delivered to the holder hereof or the Company shall be delivered or shall be
      sent by certified mail, postage prepaid, to each such holder at its address
      as
      shown on the books of the Company or to the Company at the address indicated
      therefor in the first paragraph of this Warrant or such other address as either
      may from time to time provide to the other.

9. BINDING
      EFFECT ON SUCCESSORS. This
      Warrant shall be binding upon any corporation succeeding the Company by merger,
      consolidation or acquisition of all or substantially all of the Company’s
      assets. All of the obligations of the Company relating to the Warrant Shares
      issuable upon the exercise of this Warrant shall survive the exercise and
      termination of this Warrant. All of the covenants and agreements of the Company
      shall inure to the benefit of the successors and assigns of the holder
      hereof.
 

        
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10. DESCRIPTIVE
      HEADINGS AND GOVERNING LAW. The
      description headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      This
      Warrant shall in all respects be construed and enforced in accordance with
      and
      governed by the laws of the State of New York.

11. LOST
      WARRANTS. The
      Company represents and warrants to the Holders hereof that upon receipt of
      evidence reasonably satisfactory to the Company of the loss, theft, destruction,
      or mutilation of this Warrant and, in the case of any such loss, theft or
      destruction, upon receipt of an indemnity reasonably satisfactory to the
      Company, or in the case of any such mutilation upon surrender and cancellation
      of such Warrant, the Company, at its expense, will make and deliver a new
      Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
      Warrant.

12. FRACTIONAL
      SHARES. No
      fractional shares shall be issued upon exercise of this Warrant. The Company
      shall, in lieu of issuing any fractional share, pay the holder entitled to
      such
      fraction a sum in cash equal to such fraction multiplied by the then effective
      Exercise Price.

[THIS
      SPACE INTENTIONALLY LEFT BLANK]

        
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IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be duly executed by its authorized officer
      as
      of this ___ day of October 2007.

      

          
             
             
             
          

             
            WENTWORTH II,
              INC.
          

             
 
             
 
             
 
          

            
            
            By:
             

          

             
             
            
              
            
          

             
            Title: 
             
          

             
            
              
            
          

    
 

        
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FORM
      OF EXERCISE
(To
      be
      signed only upon exercise of the Warrant)


Date:
      ________________

TO:
      WENTWORTH II, INC.

The
      undersigned hereby elect to exercise the warrant issued to them by Wentworth
      II,
      Inc., a Delaware corporation (the “Company”)
      which
      will change its name to OmniaLuo, Inc., and dated as of October_, 2007 (the
      “Warrant”)
      and to
      collectively purchase thereunder _______________________________ shares of
      Common Stock of the Company (the “Shares”)
      at a
      purchase price of USD $1.25 per Share or an aggregate purchase price of USD
      _________________________________________________ (US$ ) (the “Purchase
      Price”).

Pursuant
      to the terms of the Warrant the undersigned have delivered the Purchase Price
      herewith in full in cash or by certified check or wire transfer.

        

            
               
               
               
            

               
              Very truly yours,
            

               
               

                  
                

            

              
              
              By:
               

            

               
               
              
                
              
            

               
              Title: 
               
            

               
              
                
              
            

      

        

            
               
               
               
            

               
               

                  
                

            

              
              
              By:
               

            

               
               
              
                
              
            

               
              Title: 
               
            

               
              
                
              
            

      
 

            
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OMNIALUO, INC. WARRANT TO PURCHASE COMMON STOCK

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