0001193805-07-003079 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • December 3rd, 2007 • China Resources Ltd. • Blank checks • New York

This Warrant Agreement (this “Agreement”) made as of ____ __, 2007 between China Resources Ltd., a Delaware corporation, with offices at Shen Zhen China Jia Yue Trading Co., Ltd., Room 921, Block A, Golden Central Tower, Jintian Road, Futian District, Shenzhen, P.R. China. (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (the “Warrant Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 3rd, 2007 • China Resources Ltd. • Blank checks • New York

This Agreement is made as of ____, 2007, by and between China Resources Ltd. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).

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