LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (“Agreement”)
      is
      made and entered into as of June 11, 2008, by and among China Advanced
      Construction Materials Group, Inc., a Delaware corporation (the “Company”),
      and
      the individuals listed on Schedule
      A
      attached
      hereto and made a part hereof (the “Stockholders”).
      (The
      Company and the Stockholders may sometimes be referred to herein singularly
      as a
“party,” or collectively as, the “parties.”). Capitalized terms used herein have
      the respective meanings ascribed thereto in the Subscription Agreement (as
      defined below) unless otherwise defined herein. 

    


    WHEREAS,
      the
      Stockholders are the holders of an aggregate of 8,809,583 shares (the
“Shares”)
      of the
      Company’s common stock, $0.001 par value per share (“Common
      Stock”),
      as
      further set forth on Schedule
      A
      attached
      hereto and made a part hereof; and

    


    WHEREAS,
      the
      Company has offered for sale (the “Offering”)
      certain investment units, each consisting of one share of the Company’s Series A
      Convertible Preferred Stock, $0.001 par value per share (the “Series
      A Preferred”),
      each
      share of which will be convertible into four (4) shares of Common Stock, and
      one
      Warrant to purchase two (2) shares of Common Stock, in accordance with a
      Subscription Agreement (the “Subscription
      Agreement”)
      between the Company and each Subscriber named therein (collectively, the
“Investors”)
      and as
      further described in the Company’s Private Placement Memorandum (“PPM”)
      dated
      March 17, 2008, as amended on April 11, 2008, May 21, 2008 and May 28, 2008
      and
      in the Consent to Modification and Amendment Agreement to the PPM dated as
      of
      the date hereof; and

    


    WHEREAS,
      it is a
      condition to the Offering that the Stockholders agree to “lock-up” the Shares,
      pursuant to the terms and conditions of this Agreement; and

    


    WHEREAS,
      as an
      inducement to the Investors to enter into the Subscription Agreements, Xianfu
      Han and Weili He (collectively, the “Management
      Stockholders”)
      have
      agreed to place an aggregate of (i) 3,500,000 of the Shares (the “Make
      Good Escrow Shares”)
      into
      escrow for the benefit of the Investors in the event that the Company fails
      to
      satisfy the “Performance Thresholds”, pursuant to the terms and conditions of a
      Securities Escrow Agreement, dated as of even date herewith (the “Make
      Good Agreement”),
      by
      and among the Investors party thereto, Professional
      Traders Management, LLC
      (as
      representative of the Investors), American Stock Transfer & Trust Company
      (as escrow agent), the Company and the Management Stockholders and (ii)
      1,500,000 of the Shares (together with the Make Good Escrow Shares, the
“Escrow
      Shares”)
      into
      escrow for the benefit of the Investors pledged by the Stockholders(the
“Pledge
      Agreement”).

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained herein, and
      other
      good and valuable consideration the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1. Agreement
      to Retain the Shares.
      

    


    (a) The
      Stockholders hereby agree not to sell, assign, transfer, pledge, hypothecate,
      or
      otherwise dispose of any of the Shares during the period beginning on and
      including the date of the final closing of the Offering through and including
      the earlier of (i) two (2) years after the final closing of the Offering, (ii)
      the voluntary conversion of all outstanding shares of Preferred Stock, (iii)
      the
      mandatory conversion of all outstanding shares of Preferred Stock, or (iv)
      the
      sale of the Company (the “Lock-Up
      Period”).

    


    (b) The
      foregoing restrictions are expressly agreed to and preclude the Stockholders
      from engaging in any hedging or other transactions which may lead to or result
      in a sale of any of the Shares during the Lock-Up Period other than the Escrow
      Shares, even if such Shares would be sold by someone other than a Stockholder.
      Such prohibited hedging or other transactions would include without limitation
      any short sale (whether or not against the box), any pledge or any purchase,
      sale or grant of any right (including without limitation any put or call option)
      with respect to any of the Shares, without the prior written consent of the
      Investors.

    


    (c) The
      Stockholders agree and consent to the entry of stop transfer instructions with
      the Company’s transfer agent for the Company’s Common Stock against transfers of
      the Shares, if any, by a Stockholder in contravention of the restrictions set
      forth herein. The Stockholders understand that the Company will rely upon the
      representations set forth in this Agreement in proceeding in connection with
      the
      Offering. The Stockholders understand that their agreement is irrevocable and
      shall be binding upon their heirs, legal representatives, successors and
      assigns.

    


    (d) Notwithstanding
      the foregoing, any Stockholder (for the purposes of this Section 1(d), the
      “Transferring
      Holder”)
      may,
      as applicable, transfer any or all of the Transferring Holder’s Shares, either
      during the Transferring Holder’s lifetime, or on the Transferring Holder’s
      death, by will or intestacy to the Transferring Holder’s “immediate family,” as
      defined in Rule 16a-1 of the General Rules and Regulations of the Securities
      Exchange Act of 1934, as amended, or to a trust or other entity, the
      beneficiaries of which are exclusively such Transferring Holder and/or a member
      or members of the Transferring Holder’s “immediate family”; provided,
      however,
      that in
      any such case it shall be a condition to the transfer that the transferee
      execute an agreement stating that the transferee is receiving and holding such
      Shares subject to the provisions of this Agreement, and there shall be no
      further transfer of such Shares except in accordance with this Agreement.


    


    (e) If
      any of
      the Escrow Shares are released to the Investors (“Released
      Shares”),
      pursuant to the terms and conditions of the Make Good Agreement or the Pledge
      Agreement, the Lock-Up Period shall be deemed to have automatically and
      permanently terminated with respect to such Released Shares.

    


    (f) This
      Agreement shall terminate at the earlier of (i) the expiration of the Lock-Up
      Period; or (ii) the termination of the Subscription Agreements.

    


    2. Representations,
      Warranties and Covenants of the Company.
      The
      Company represents, warrants and covenants to the Stockholders that this
      Agreement (a) has been authorized by all necessary corporate action on the
      part
      of the Company and has been duly executed by a duly authorized officer of the
      Company, and (b) constitutes the legal, valid and binding obligation of the
      Company. Neither the execution of this Agreement by the Company nor the
      consummation of the transactions contemplated hereby will result in a breach
      or
      violation of the terms of any agreement by which the Company is bound, or of
      any
      decree, judgment, order, law or regulation now in effect of any court or other
      governmental body applicable to the Company.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    3. Additional
      Documents.
      The
      Stockholders and the Company hereby covenant and agree to execute and deliver
      any additional documents necessary or desirable, in the reasonable opinion
      of
      the Company’s legal counsel to carry out the intent of this
      Agreement.

    


    4. Consent
      and Waiver.
      The
      Stockholders hereby give any consents or waivers that are reasonably required
      for the consummation of the Offering under the terms of any agreement to which
      a
      Stockholder is a party, or pursuant to any rights a Stockholder may
      have.

    


    5. Miscellaneous.

    


    (a) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Agreement shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

    


    (b) Binding
      Effect and Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, but, except as otherwise specifically provided herein, neither this
      Agreement nor any of the rights, interests or obligations of the parties hereto
      may be assigned by any of the parties without the prior written consent of
      the
      other.

    


    (c) Amendments
      and Modifications.
      This
      Agreement may not be modified, amended, altered or supplemented except upon
      the
      execution and delivery of a written agreement executed by the parties
      hereto.

    


    (d) Specific
      Performance; Injunctive Relief.
      The
      parties hereto acknowledge that the Company will be irreparably harmed and
      that
      there will be no adequate remedy at law for a violation of any of the covenants
      or agreements of the Stockholders set forth herein. Therefore, it is agreed
      that, in addition to any other remedies which may be available to the Company
      upon such violation, the Company shall have the right to enforce such covenants
      and agreements by specific performance, injunctive relief or by any other means
      available to it at law or in equity.

    


    (e) Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and sufficient if delivered in person, by commercial overnight
      courier service, by confirmed telecopy, or sent by mail (registered or certified
      mail, postage prepaid, return receipt requested) to the respective parties
      as
      follows:


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    if
      to the
      Company, to:

    


    China
      Advanced Construction Materials Group, Inc.

    Yingu
      Plaza, 9 Beisihuanxi Road, Suite 1708 

    Haidian
      District, Beijing 100080

    Attention:
      Xianfu Han, Chief Executive Officer

    


    with
      a
      copy to:

    


    Anslow
      & Jaclin, LLP

    195
      Route
      9 South, Suite 204

    Manalapan,
      NJ 07726

    Attn:
      Richard I. Anslow, Esq.

    Fax:
      (732) 577-1188

    


    if
      to the
      Stockholders:

    


    to
      the
      addresses set forth below their names on Schedule
      A,
      attached  hereto,

    


    or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall only be
      effective upon receipt.

    


    (f) Governing
      Law.
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of New York without giving effect to principles of conflicts of
      law.

    


    (g) Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties in respect of the
      subject matter hereof, and supersedes all prior negotiations and understandings
      between the parties with respect to such subject matter.

    


    (h) Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same
      agreement.

    


    (i)
       Effect
      of Headings.
      The
      section headings herein are for convenience only and shall not affect the
      construction or interpretation of this Agreement.

    


    (j) Third-Party
      Beneficiaries.
      The
      Investors shall be intended third party beneficiaries of this Agreement to
      the
      same extent as if they were parties hereto, and shall be entitled to enforce
      the
      provisions hereof.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties herein have executed this Agreement as of the date first set forth
      above.

    


    COMPANY:
      

    


    CHINA
      ADVANCED CONSTRUCTION MATERIALS GROUP, INC.

    


    
      	
              By:

            	
              /s/
                Xianfu Han

            	 
	 	
              Name:
                Xianfu Han

            	 
	 	
              Title:
                Chief Executive Officer

            	 


    

    


    STOCKHOLDERS:

    


    
      	
              /s/
                Xianfu Han

            
	
              Xianfu
                Han, in his individual capacity

            
	 
	
              /s/
                Weili He

            
	
              Weili
                He, in his individual capacity

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    


    The
      Stockholders

    


    
      	
              Name
                and Address

            	 	
              Total
                Shares

            	 	
              Shares Subject
                

              to
                Lock-Up

            	 
	
              Xianfu
                Han

            	 	 	
              5,285,750

            	 	 	
              5,285,750

            	 
	
              Weili
                He

            	 	 	
              3,523,833

            	 	 	
              3,523,833

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL:

            	 	 	
              8,809,583

            	 	 	
              8,809,583