<PAGE>

                                                                    Exhibit 4.54

                       DATED THE _____ DAY OF ____, 2007

                          SHUN KIN ENTERPRISES LIMITED

                                       and

                       FNG INTERNATIONAL HOLDINGS LIMITED

                                       and

                        CHINA FINANCE ONLINE CO. LIMITED

                                   ----------

                                    AGREEMENT
                            for the sale and purchase
                                  of shares in
                     Daily Growth Investment Company Limited
                              (Chinese Characters)

                                   ----------

                                F. ZIMMERN & CO.
                              Solicitors & Notaries
                 Suites 1501-1503, 15th Floor, Gloucester Tower,
                The Landmark, 15 Queen's Road Central, Hong Kong
                              Tel: (852) 2526-4373
                              Fax: (852) 2801-4548
                               Ref: AN/PC/S14/2007

<PAGE>

THIS AGREEMENT is made on the _____________ day of __, 2007.


BETWEEN :-

1.   SHUN KIN ENTERPRISES LIMITED, a company incorporated in Hong Kong whose
     registered office is at Hsin Chong Center, 107-109 Wai Yip Street, Kwun
     Tong, Kowloon, Hong Kong (the "VENDOR");

2.   FNG INTERNATIONAL HOLDINGS LIMITED, a company incorporated in the British
     Virgin Islands whose registered address is at Trident Chambers, P.O. Box
     146, Road Town, Tortola, British Virgin Islands (the "PURCHASER"); and

3.   CHINA FINANCE ONLINE CO. LIMITED, a company incorporated in Hong Kong whose
     registered office is situate at Room 908, 9th Floor, Hutchison House, 10
     Harcourt Road, Central, Hong Kong (the "GUARANTOR").

     (The Vendor and the Purchaser are collectively referred to as the "PARTIES"
     and each as a "PARTY")

WHEREAS :-

(A)  Daily Growth Investment Company Limited (Chinese Characters) (the
     "COMPANY") is a private limited company incorporated under the laws of Hong
     Kong on 6 October 1971 and has an authorised share capital of HK$10,000,000
     divided into 100,000 ordinary shares of HK$100 each, of which 100,000
     ordinary shares have been issued and are fully paid up. The Company is a
     licensed corporation to engage in type 1 regulated activity (dealing in
     securities) under the Securities and Futures Ordinance, Chapter 571 of the
     laws of Hong Kong. Particulars of the Company are set out in Schedule 1.

(B)  The Vendor is the legal and beneficial owner of 29,000 issued ordinary
     shares of the Company, representing 29 per cent. of the entire issued share
     capital of the Company (the "SALE SHARES").

(C)  The Vendor has agreed to sell, and the Purchaser has agreed to purchase,
     the


                                        1

<PAGE>

     Sale Shares on the terms and conditions hereinafter appearing.

(D)  The Purchaser is a wholly owned subsidiary of the Guarantor.

(E)  The Guarantor has agreed to guarantee as the primary obligor for the due
     performance of the Purchaser under this Agreement.

AND NOW IT IS HEREBY AGREED as follows

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, unless otherwise expressed or required by context, the
     following expressions shall have the respective meanings set opposite
     thereto :-

<TABLE>
<CAPTION>
Expression                       Meaning
----------                       -------
<S>                              <C>
"Accounts"                       means the audited profit and loss accounts for
                                 the period ended on and the balance sheet as at
                                 the Accounts Date of the Company;

"Accounts Date"                  means 31 December 2006;

"Approval"                       have the meaning ascribed to it in Clause
                                 2.1(b) hereof;

"Business Day"                   means a day, other than a "general holiday" (as
                                 defined in the General Holidays Ordinance
                                 (Chapter 149 of the Laws of Hong Kong)),
                                 Saturday and any day on which a tropical
                                 cyclone warning No. 8 or above is hoisted or
                                 remains hoisted between 9:00 a.m. and 12:00
                                 noon and is not lowered at or before 12:00 noon
                                 or on which a "black" rainstorm warning signal
                                 is hoisted or remains in effect between 9:00
                                 a.m. and 12:00 noon and is not discontinued at
                                 or before 12:00 noon, on which commercial banks
                                 are generally
</TABLE>


                                        2

<PAGE>

<TABLE>
<S>                              <C>
                                 open for banking business in Hong Kong;

"Completion Accounts"            means the profit and loss accounts for the
                                 period ended on and the balance sheet as at the
                                 Completion Date of the Company;

"Completion Date"                means the date on which completion of the sale
                                 and purchase of the Sale Shares takes place as
                                 mentioned in Clause 4 hereof;

"Consideration"                  has the meaning ascribed to it in Clause 3
                                 hereof;

"Deposit"                        has the meaning ascribed to it in Clause 3.2(a)
                                 hereof;

"Disclosure Letter"              means the disclosure letter from the Vendor to
                                 the Purchaser to be delivered at Completion in
                                 the form identical to that attached hereto as
                                 Schedule 3 hereto or with lesser disclosures;

"Hong Kong"                      means the Hong Kong Special Administrative
                                 Region of the People's Republic of China;

"Liabilities"                    means the total liabilities of the Company
                                 whether actual or contingent as at Completion,
                                 and for the avoidance of doubt, including all
                                 provisions for taxation and bad debts;

"NAV"                            means the Tangible Assets less the Liabilities;

"Shares"                         means issued ordinary shares of HK$100 each in
                                 the capital of the Company, and "Shareholders"
                                 shall be construed accordingly;

"SFC"                            means the Securities and Futures Commission;

"SFO"                            means the Securities and Futures Ordinance
                                 (Chapter 571 of the laws of Hong Kong);
</TABLE>


                                       3

<PAGE>

<TABLE>
<S>                              <C>

"Stock Exchange"                 The Stock Exchange of Hong Kong Limited;

"Tangible Assets"                means the total tangible assets of the Company
                                 as at Completion, including an amount of
                                 HK$794,157.41 due from Mr. Cheung Wing Cheung
                                 as at 1 August 2007 to the Company to be
                                 accepted by the Parties as accounts receivable
                                 without any provision for non-recovery;

"Vendor's Solicitors"            means F. Zimmern & Co; and

"HK$" and "Cent"                 means Hong Kong Dollars and Cents respectively.
</TABLE>

1.2  The headings to the Clauses of this Agreement are for ease of reference
     only and shall be ignored in interpreting this Agreement.

1.3  Reference to Clauses and Schedules are references to Clauses and Schedules
     of or to this Agreement.

1.4  Words and expressions in the singular include the plural and vice versa.

1.5  Reference to person include any public body and any body of persons,
     corporate or unincorporated.

1.6  Reference to ordinances, statutes, legislation or enactments shall be
     construed as a reference to such Ordinances, statutes, legislation or
     enactments as may be amended or re-enacted from time to time and for the
     time being in force.

2.   CONDITIONS PRECEDENT

2.1  Completion of this Agreement shall be conditional upon :-

     (a)  the Company remains a licensed corporation to engage in type 1
          regulated activity (dealing in securities) under the SFO up to
          Completion;

     (b)  the SFC giving its written approval to approve the Purchaser to


                                        4

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          become a substantial shareholder of the Company (the "APPROVAL"); and

     (c)  the Purchaser shall, in addition to the Sale Shares to be acquired
          pursuant hereto, acquire on the Completion Date Shares from other
          existing Shareholders which together with the Sale Shares, shall in
          aggregate represent not less than 75% of the entire issued share
          capital of the Company as at the Completion Date.

2.2  The Vendor will use its best endeavours to procure the fulfilment of the
     condition set out in Clauses 2.1 (a) and 2.1(c) hereof and the Purchaser
     will use its best endeavours to procure the fulfilment of the condition set
     out in Clause 2.1(b) hereof.

2.3  If (i) the condition as set out in Clause 2.1(a) hereof cannot be fulfilled
     on the Completion Date, the Vendor or the Purchaser may, or (ii) the
     condition as set out in Clause 2.1(c) hereof cannot be fulfilled on the
     Completion Date, the Purchaser may terminate this Agreement. In any of such
     event, the Deposit shall be returned to the Purchaser in full together with
     interest calculated at the rate of three (3) per cent. per annum from the
     date of payment of the Deposit by the Purchaser up to the date of refund.
     Upon the refund, this Agreement shall lapse and no Party shall have any
     claim against the other Party except in respect of any antecedent breach.

2.4  If the condition as set out in Clause 2.1(b) hereof cannot be fulfilled on
     or before 31 December 2007 (the "CONDITIONS DEADLINE"), the Vendor will
     allow the Purchaser to extend the Conditions Deadline for a period up to
     three (3) calendar months from 1 January 2008 (the "EXTENDED PERIOD")
     provided that the Purchaser shall pay compensation (the "COMPENSATION") to
     the Vendor, unless the delay is due to the proven default of the Vendor, to
     be arrived at by the following formula :-

          C =  [(HK$3 * S) * 3] * D/91

          C =  the total Compensation payable by the Purchaser to the Vendor

          S =  the number of the Sale Shares

          D =  the number of days from 1 January 2008 up to and including (i)
               the Completion Date; or (ii) the day of the receipt of the Notice


                                        5

<PAGE>

               (as defined below) by the Vendor; or (iii) 31 March 2008, as the
               case may be, to be determined in the manner as provided in
               Clauses 2.5 (a) and (b)

     The Purchaser may serve a written notice to the Vendor not to proceed with
     the Completion (the "NOTICE") during the Extended Period.

2.5  (a)  In the event that Completion takes place before the expiry of the
          Extended Period, the Purchaser shall pay the Compensation calculated
          up to the Completion Date to the Vendor on the Completion Date.

     (b)  In the event that the Purchaser shall fail to complete the purchase of
          the Sale Shares in accordance with the terms of this Agreement
          (including failure to complete by reason of the failure to obtain the
          Approval) other than due to the proven default of the Vendor, half of
          the Deposit shall be forfeited to the Vendor as liquidated damages
          (the "FORFEITURE") and in addition, if the Conditions Deadline is
          extended, the Vendor shall also be entitled to deduct the Compensation
          (calculated up to the day of the receipt of the Notice by the Vendor
          if the Notice is served by the Purchaser or calculated up to 31 March
          2008 if no Notice is served by the Purchaser) from the balance of
          the Deposit (the "DEDUCTION"). The remaining balance of the Deposit
          (after the Forfeiture and any Deduction) shall be returned to the
          Purchaser without interest within seven (7) days from the date of the
          receipt of the Notice by the Vendor or 31 March 2008, as the case may
          be. After the Forfeiture and any Deduction, the Vendor shall have no
          claim whatsoever against the Purchaser under this Agreement.

2.6  If the Vendor shall fail to complete the sale of the Sale Shares in
     accordance with the terms of this Agreement due to the proven default of
     the Vendor, the Deposit shall be returned to the Purchaser in full together
     with interest calculated at the rate of three (3) per cent. per annum from
     the date of payment of the Deposit by the Purchaser up to the date of
     refund. Subject to the aforesaid payment, the Purchaser shall have no claim
     whatsoever against the Vendor under this Agreement.


                                        6

<PAGE>

3.   SALE AND PURCHASE OF THE SALE SHARES AND THE CONSIDERATION

3.1  Subject to the terms and conditions of this Agreement, the Vendor as
     beneficial owner hereby agrees to sell to the Purchaser and the Purchaser,
     relying on the representations and warranties made or given by the Vendor
     and subject to the terms and conditions contained in this Agreement, agree
     to purchase from the Vendor the Sale Shares free from all claims, charges,
     liens, encumbrances, equities and third party rights and together with all
     rights attached thereto and all dividends and distributions declared, paid
     or made in respect thereof after the Completion Date at a consideration
     (the "CONSIDERATION") to be arrived at by the following formula :-

     C = P * S

     C = the total consideration payable by the Purchaser to the Vendor for
         the Sale Shares

     P = the price per Share based on the NAV as at the Completion Date plus
         a premium of HK$15 per Share (which is to reflect the value of the
         trading right held by the Company in the Stock Exchange)

     S = the number of Sale Shares

3.2  Subject to Clause 3.3 hereof, the Consideration shall be paid by the
     Purchaser to the Vendor as follows:-

     (a)  a sum of HK$1,450,000 (i.e. HK$50 per Sale Share) as deposit and part
          payment of the Consideration (the "DEPOSIT") to be paid on the signing
          of this Agreement by way of delivering a solicitor's cheque to the
          Vendor's Solicitors as stakeholder to be held by it subject to the
          provisions of this Agreement and the sum of HK$1,000,000 being the
          earnest money already paid by the Purchaser to the Purchaser's
          Solicitors as stakeholder under the term sheet dated 25 July 2007 be
          released to the Purchaser after payment of the Deposit; and

     (b)  the balance of the Consideration to be paid on Completion by way of a
          solicitor's cheque to the Vendor.


                                        7

<PAGE>

3.3  (a)  The Vendor shall procure that the draft pro-forma Completion Accounts
          (the "DRAFT PRO-FORMA COMPLETION ACCOUNTS") be drawn up and delivered
          to the Purchaser not less than six (6) days prior to the Completion
          Date. Completion shall take place on the basis of the draft pro-forma
          Completion Accounts.

     (b)  After Completion, the Vendor shall procure the final Completion
          Accounts (the "FINAL COMPLETION ACCOUNTS") be drawn up and delivered
          to the Purchaser within fourteen (14) days after the Completion Date.
          Subject to Clause 3.3(d), if the final Completion Accounts shall show
          that the NAV per Share is less than the NAV per Share as shown in the
          draft pro-forma Completion Accounts, the Vendor shall pay the amount
          of the difference of the NAV per Share multiplied by the number of the
          Sale Shares to the Purchaser within ten (10) days from the date of
          delivery of the final Completion Accounts by way of solicitor's
          cheque. If the final Completion Accounts shall show that the NAV per
          Share is more than the NAV per Share as shown in the draft pro-forma
          Completion Accounts, the Purchaser shall pay the amount of the
          difference of the NAV per Share multiplied by the number of the Sale
          Shares to the Vendor within ten (10) days from the date of delivery of
          the final Completion Accounts by way of solicitor's cheque. The
          Purchaser shall provide with the Vendor full access to the books,
          records and resources of the Company so as to enable the Vendor to
          procure the final Completion Accounts to be drawn up.

     (c)  The basis and policy of accounting adopted in preparing the pro-forma
          draft Completion Accounts and the final Completion Accounts shall be
          in accordance with the generally accepted accounting practices in Hong
          Kong.

     (d)  In the event of a dispute between the Parties as to the amount of the
          NAV as shown in the final Completion Accounts, the Vendor or the
          Purchaser may procure that the final Completion Accounts be audited by
          the auditors of the Company within forty-five (45) days from the date
          of delivery of the final Completion Accounts provided that the
          procurement of the audited final Completion Accounts shall be made by
          the relevant Party within seven (7) days from the date of delivery of


                                        8

<PAGE>

          the final Completion Accounts.

     (e)  If the audited Completion Accounts shall show that the NAV per Share
          is less than the NAV per Share as shown in the draft pro-forma
          Completion Accounts, the Vendor shall pay the amount of the difference
          of the NAV per Share multiplied by the number of the Sale Shares to
          the Purchaser within seven (7) days from the date of delivery of the
          audited Completion Accounts by way of solicitor's cheque. If the
          audited Completion Accounts shall show that the NAV per Share is more
          than the NAV per Share as shown in the draft pro-forma Completion
          Accounts, the Purchaser shall pay the amount of the difference of the
          NAV per Share multiplied by the number of the Sale Shares to the
          Vendor within seven (7) days from the date of delivery of the audited
          Completion Accounts by way of solicitor's cheque. The Vendor together
          with the other vendors of the one part and the Purchaser of the other
          part shall each be responsible for payment of 50% of the cost and
          expenses for the preparation and completion of the audited Completion
          Accounts.

4.   COMPLETION

4.1  Subject to the provisions in Clause 2 hereof, completion of the sale and
     purchase of the Sale Shares shall take place at the offices of Arculli Fong
     & Ng (the "PURCHASER'S SOLICITORS"), the Solicitors for the Purchaser, at
     908 Hutchison House, Central, Hong Kong or any other place as the Parties
     may agree at 5:00 p.m. on a Friday of the week immediately following the
     week when the Approval is granted by the SFC, when the following business
     shall simultaneously be transacted :-

     (a)  the Purchaser shall deliver to the Vendor the following :-

          (i)  a solicitor's cheque for payment of the balance of the
               Consideration and the Vendor's Solicitors will release the
               Deposit to the Vendor; and

          (ii) a certified copy of each of the minutes of the board of directors
               of the Purchaser and the Guarantor approving this Agreement and
               authorizing/confirming the authorization of


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<PAGE>

               an authorised person for signing of this Agreement and (for the
               Purchaser) the bought note and the instrument of transfer and any
               other incidental documents hereof;

     (b)  the Vendor shall deliver to the Purchaser the following :-

          (i)  sold notes and instrument of transfer in favour of the Purchaser
               in respect of the Sale Shares all executed by the Vendor in
               accordance with the Stamp Duty Ordinance;

          (ii) original share certificate(s) or re-issued share certificate(s)
               in respect of the Sale Shares;

          (iii) such other documents as may be reasonably required to give a
               good and effective transfer of title to the Sale Shares to the
               Purchaser and to enable them to become the registered holders
               thereof;

          (iv) a cheque drawn in favour of the Government of the Hong Kong
               Special Administrative Region for an amount equivalent to the
               stamp duty payable under the Stamp Duty Ordinance in respect of
               the sold notes in respect of the Sale Shares;

          (v)  a certified copy of the minutes of the board of directors of the
               Vendor (if the Vendor is a corporate) approving the sale of the
               Sale Shares and authorizing/confirming the authorization of an
               authorised person for signing of this Agreement and the sold note
               and the instrument of transfer and any other incidental documents
               hereof;

          (vi) to the extent that the same are not already in the possession of
               the Company or its agents, the certificate of incorporation,
               business registration certificate, common seal of the Company,
               all copies of memorandum and articles of association of the
               Company, the statutory books of the Company duly made up to date,
               any unissued share certificates, all current insurance policies,
               books and accounts


                                       10

<PAGE>

               and other records, cheque books, title deeds and evidence of
               ownership to all assets of the Company and all current contracts;

          (vii) an original of the Disclosure Letter duly executed by the Vendor
               in the form identical to that attached as Schedule 3 hereto or
               with lesser disclosures;

     (c)  the Vendor shall cause a meeting of the board of directors of the
          Company to be held at which resolutions shall be passed to :-

          (i)  approve the transfer of the Sale Shares;

          (ii) register (subject to stamping) the transfer of the Sale Shares
               referred to above and to issue new certificate(s) for the Sale
               Shares in the name(s) of the Purchaser;

          (iii) appoint one person as the Purchaser may nominate as the Chairman
               of the Company and such person(s) as the Purchaser may nominate
               as director(s) of the Company and (subject to the approval of the
               SFC) one person as the Purchaser may nominate as the Responsible
               Officer of the Company all to take effect from the close of
               business of the said meeting if so required by the Purchaser; and

          (iv) amend all banking authorisations, instructions and mandates of
               the Company in such manner as the Purchaser may direct; and

     (d)  the Purchaser shall :-

          (i)  produce for inspection by the Vendor the bought notes in respect
               of the Sale Shares executed by the Purchaser in compliance with
               the Stamp Duty Ordinance; and

          (ii) procure the stamping of the bought and sold notes and the
               instrument of transfer in respect of the Sale Shares as soon as
               practicable thereafter and present the said instrument of


                                       11

<PAGE>

               transfer together with the share certificate(s) in respect of the
               Sale Shares to the Company for registration of the transfer.

4.2  The transactions described in Clause 4.1 hereof shall take place at the
     same time, so that in default of the performance of any such transactions
     by a Party, the other Party shall not be obliged to complete the sale and
     purchase aforesaid.

4.3  Immediately after Completion, the Purchaser and the Vendor shall enter into
     an option agreement in the form and substance as set out in Schedule 4
     hereto.

5.   REPRESENTATIONS AND WARRANTIES AND GUARANTEE

5.1  Save as disclosed in the Disclosure Letter and documents and information
     provided to the Purchaser and/or its advisors, the Vendor hereby represents
     and warrants to the Purchaser that each of the matters set out in Schedule
     2 are as at the date hereof and will be for all times up to and including
     the Completion Date, true and correct in all material respects.

5.2  From the date of this Agreement until the Completion Date the Vendor shall
     use its best endeavours to procure that (save with the prior consent in
     writing or of the Purchaser, such consent not to be unreasonably withheld
     or delayed) the Company shall not :-

     (a)  issue or agree to issue any of its share or loan capital or grant or
          agree to grant any option over or right to acquire any of its share or
          loan capital;

     (b)  enter into any contract (otherwise than in the ordinary course of
          business) or any capital commitment;

     (c)  create or permit to arise any lien, charge, pledge, mortgage or other
          security interest on or in respect of any of its undertaking, property
          or assets;

     (d)  appoint any directors other than as provided in this Agreement; or

     (e)  increase the remuneration of its employees (save as payment of


                                       12

<PAGE>

          discretionary bonus and save that the increase is made pursuant to the
          relevant employment contract)

     and the Vendor shall use its best endeavours to procure that the Purchaser
     be kept regularly informed of the affairs of the Company until the
     Completion Date.

5.3  The liability of the Vendor in respect of any breach of the warranties or
     representations as set out in Schedule 2 shall be limited as follows:-

     (a)  the maximum liability of the Vendor, if any, under this Agreement
          shall be the amount of the Consideration;

     (b)  no claims may be brought against the Vendor in respect of any claim of
          damages for breach of warranty(ies) or representation(s) as set out in
          Schedule 2 after the expiry of six months from the Completion Date.

5.4  In consideration of the Vendor agreeing to enter into this Agreement, the
     Guarantor (as principal obligor and not merely as surety) unconditionally
     and irrevocably guarantees performance by the Purchaser of all its
     obligations and liabilities under or arising out of or in connection with
     this Agreement (referred to herein as the "GUARANTEED OBLIGATIONS") and
     undertakes to the Vendor that if and whenever the Purchaser is in default,
     the Guarantor shall duly and promptly perform or procure such performance
     of the Guaranteed Obligations and indemnify the Vendor against any loss,
     damage, costs, expenses and liabilities that it may suffer in connection
     with or arising out of any such failure on the part of the Purchaser.

6.   SEVERABILITY

     If at any time any one or more provisions hereof is or becomes invalid,
     illegal, unenforceable or incapable of performance in any respect, the
     validity, legality, enforceability or performance of the remaining
     provisions hereof shall not thereby in any way be affected or impaired.

7.   ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement and understanding between
     the Parties in connection with the subject-matter of this Agreement and


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<PAGE>

     supersedes all previous proposals, representations, warranties, agreements
     or undertakings relating thereto whether oral, written or otherwise and
     none of the Parties has relied on any such proposals, representations,
     warranties, agreements or undertakings.

8.   TIME

8.1  Time shall be of the essence of this Agreement.

8.2  No time or indulgence given by any Party to the other Party shall be deemed
     or in any way be construed as a waiver of any of its rights and remedies
     hereunder.

9.   CONFIDENTIALITY

     Other than such disclosure as may be required by law, the SFC, the Stock
     Exchange or other competent authority, neither of the parties hereto shall
     make any announcement or release or disclose any information concerning
     this Agreement or the transactions herein referred to or disclose the
     identity of the other party(ies) hereto (save disclosure to their
     respective professional advisers under a duty of confidentiality) without
     the written consent of the other parties hereto.

10.  ASSIGNMENT

     This Agreement shall be binding on and shall enure for the benefits of the
     successors and assigns of the Parties but shall not be assigned by any
     party hereto without the prior written consent of the other parties hereto.

11.  NOTICES AND OTHER COMMUNICATION

11.1 Any notice or other communication to be given under this Agreement shall be
     in writing and may be given by hand, by post or facsimile to the following
     address/number of the party hereto to be served or to such other
     address/number as shall be notified by such party to the other in
     writing :-


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<PAGE>

The Vendor

Address         :   Hsin Chong Center,
                    107-109 Wai Yip Street,
                    Kwun Tong, Kowloon, Hong Kong

Attention       :   YEH WANG Zung-sing, Helen

Facsimile no.   :   852-2516 6596

The Purchaser

Address         :   Room 908, 9th floor, Hutchison House,
                    10 Harcourt Road, Central, Hong Kong

Attention       :   Mr. Jun Wang

Facsimile no.   :   8610-5832 5200

The Guarantor

Address         :   Room 908, 9th floor, Hutchison House,
                    10 Harcourt Road, Central, Hong Kong

Attention       :   Mr. Jun Wang

Facsimile no.   :   8610-5832 5200

11.2 Any such notice or communication shall be sent to the party hereto to whom
     it is addressed and must contain sufficient reference and/or particulars to
     render it readily identifiable with the subject-matter of this Agreement.
     If so given by hand or facsimile, such notice or communication shall be
     deemed received on the date of despatch and if so sent by post (or, if sent
     to an address outside of Hong Kong, so sent by first class air-mail) shall
     be deemed received two (2) Business Days after the date of despatch (in
     case to an address in Hong Kong) or five (5) Business Days after the date
     of despatch (in case to an address outside of Hong Kong).


                                       15

<PAGE>

12.  COSTS AND EXPENSES

     Each party hereto shall bear its own legal and professional fees, costs and
     expenses incurred in the negotiation, preparation and execution of this
     Agreement. The stamp duty in respect of the Sale Shares shall be borne by
     the Vendor and the Purchaser in equal shares.

13.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts each of which
     when executed and delivered is an original, but all the counterparts
     together constitute the same document.

14.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of Hong Kong and the parties hereto agree to submit to the
     non-exclusive jurisdiction of the courts of Hong Kong.

15.  PROCESS AGENT

     The Purchaser hereby irrevocably authorizes and appoints the Purchaser's
     Solicitors (or such other person(s), being resident in Hong Kong, as it may
     from time to time appoint as its agent(s) and notify to the Vendor) to
     accept service of all legal process arising out or in connection with this
     Agreement and service on the Purchaser's Solicitors (or such substitute(s))
     shall be deemed to be service on the Purchaser.

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                                       16

<PAGE>

IN WITNESS whereof the Parties have executed this Agreement the day and year
first above written.

SIGNED by                                   )
                                            )
a director, for and on                      )
behalf of Shun Kin                          )
Enterprises Limited                         )
in the presence of :-                       )

SIGNED by Mr. Jun Wang                      )
(Chinese Characters), the lawful attorney   )
for and on behalf of FNG                    )
International Holdings                      )
Limited in the presence of :-               )

SIGNED by Mr. Jun Wang                      )
(Chinese Characters), the lawful attorney   )
for and on behalf of China                  )
Finance Online Co. Limited                  )
in the presence of :-                       )


                                       17

<PAGE>

                                   SCHEDULE 1

                           PARTICULARS OF THE COMPANY

1.   Name                        :   Daily Growth Investment Company Limited
                                     (Chinese Characters)

2.   Registered office           :   Room 603, Peter Building, 58-62 Queen's
                                     Road, Central, Hong Kong.

3.   Company Number              :   025436

4.   Date of Incorporation       :   6 October 1971

5.   Place of Incorporation      :   Hong Kong

6.   Authorised share capital    :   HK$10,000,000 divided into 100,000 ordinary
                                     shares of HK$100 each

7.   Issued and paid up capital  :   HK$10,000,000 divided into 100,000 ordinary
                                     shares of HK$100 each

8.   Directors                   :   TING WANG Wan-sun, Nancy
                                     WAI CHAN Ye, Kannie
                                     WAI Heung-wah, Hayles
                                     YEH WANG Zung-sing, Helen
                                     WONG Long-sau, Ivis

9.   Secretary                   :   Hang Cheuk Secretaries Limited

10   Auditors                    :   J Kong & Co.

11.  Financial year end          :   31 December


                                       18

<PAGE>

                                   SCHEDULE 2

                         REPRESENTATIONS AND WARRANTIES

General; Corporate Status

1.1  All information regarding the Company provided by or on behalf of the
     Vendor and/or the Company to the Purchaser is complete, correct and true in
     a material respect.

1.2  The Company has been duly incorporated and constituted, and is legally
     subsisting under the laws of its place of incorporation, and there has been
     no resolution, petition or order for the winding-up of the Company and no
     receiver has been appointed in respect thereof, nor are any such
     resolutions, orders and appointments imminent or likely.

Shareholdings and Share Capital etc.

2.1  The Sale Shares comprise a percentage (as referred to in Recital (B)) of
     the issued share capital of the Company, and there are not in issue any
     other shares, debentures, warrants, options or securities.

2.2  The Company is not under any contract, options, warrants or any other
     obligations regarding any part of its capital, issued or unissued, or for
     the issue of any shares, debentures, warrants, options, or other similar
     securities.

2.3  Save as disclosed in the Disclosure Letter, the Vendor has acquired the
     Shares in compliance with the articles of association of the Company and
     the laws under the Companies Ordinance and is the beneficial owner of the
     Sale Shares free from all liens, charges, pledges, options, contracts,
     preemption rights, third party rights and equities, and incumbrances of
     whatever nature and the same are freely transferable by the Vendor without
     the consent, approval, permission, licence or concurrence of any third
     party.

2.4  The Vendor is fully capable of entering into this Agreement and to perform
     all


                                       19

<PAGE>

     obligations and duties hereunder without the consent, approval, permission,
     licence or concurrence of any third party.

Business etc.

3.1  The principal business activity of the Company is security trading.

3.2  In respect of the said business being carried on, all qualifications,
     registrations, licences or other approvals necessary for the proper conduct
     of business have been obtained and maintained and to the knowledge of the
     Vendor, all the relevant rules and regulations of the SFC and the Stock
     Exchange applicable to the Company have been observed and complied with in
     a material respect and no event has occurred whereby any of the same or the
     renewal thereof is or likely to be thereby adversely affected, suspended or
     revoked.

Accounts

4.1  The Accounts have been prepared in accordance with generally accepted
     accounting practice in Hong Kong and comply with the Companies Ordinance,
     and show a true and fair view of the affairs and financial position of the
     Company as at, and the profits and loss of the Company for the period ended
     on, the Accounts Date.

4.2  All accounting records of the Company for the past seven (7) years are in
     the possession of the Company and have been properly written up, kept and
     maintained in accordance with generally accepted accounting practice and
     together shows a true and fair view of the affairs and financial position
     of the Company.

Taxation

5.1  The Company has paid all taxes, duties and levies as the same became due
     and payable and to the knowledge of the Vendor, the Company is not nor is
     likely to be subject to any tax penalties.


                                       20

<PAGE>

5.2  The Company has complied with the Inland Revenue Ordinance and has kept
     proper records for tax purposes for the past seven (7) years and have filed
     all tax returns, and to the knowledge of the Vendor, there is no pending
     dispute with the Inland Revenue Department.

Dispute, Claims and Litigation

6.   There is no claim, arbitration or litigation to which the Company is a
     party or which, to the knowledge of the Vendor, is pending or threatened.

Repetition at Completion

7.   All warranties and representations contained in the foregoing provisions of
     this Schedule shall be deemed to be repeated immediately before completion
     of this Agreement and to relate to the facts then existing.


                                       21

<PAGE>

                                   SCHEDULE 3

                            FORM OF DISCLOSURE LETTER

[DATE]

FNG INTERNATIONAL HOLDINGS LIMITED
Trident Chambers, P.O. Box 146,
Road Town, Tortola, British Virgin Islands

Dear Sirs,

                                DISCLOSURE LETTER

This is the Disclosure Letter referred to in the Sale and Purchase Agreement
dated [DATE] and entered into by and between Shun Kin Enterprises Limited, FNG
International Holdings Limited and China Finance Online Co. Limited (the
"Agreement"). Capitalized terms appearing in this letter shall adopt the same
meaning as defined in the Agreement.

A. GENERAL DISCLOSURES

The following matters are deemed to be disclosed by this letter:

1.   AGREEMENT: All matters set out or referred to in the Agreement, including,
     without limitation, all schedules and documents annexed thereto and any
     other agreements entered into pursuant to, or contemplated by, the
     Agreement.

2.   COMPANIES REGISTRY: All matters registered against, or which would be
     disclosed by a search made in respect of the Company at the Companies
     Registry in Hong Kong.

3.   ACCOUNTS: All matters disclosed, provided for, noted or referred to in the
     audited accounts of the Company which have been provided to the Purchaser.

4.   INSPECTION: All matters which have or ought reasonably to have, been
     disclosed by inspection of the statutory books, books of account and
     business records of


                                       22

<PAGE>

     the Company, all of which have been made available to the Purchaser and/or
     its advisers for inspection.

5.   OTHERS MATTERS DISCLOSED: All matters set out or referred to in any letter,
     note, schedule or other document from or provided by the Vendor, the
     Company and/or their advisers and/or agents to the Purchaser and/or its
     advisers and/or agents in connection with the sale and purchase of the Sale
     Shares. Where any such letter, note, schedule or other document includes an
     expression of opinion, no representation or warranty is given as to its
     accuracy.

B. SPECIFIC DISCLOSURE

We write to disclose the following and the paragraph numbers used below
correspond to the representations and warranties as set out in Schedule 2 to the
Agreement:

Paragraphs 1.1 and 2.3

The following documents cannot be found in the company kit of the Company or
located by the Vendor or are incomplete. As such, no representation and warranty
will be made on these missing or incomplete documents :-

1.   Original corporate documents from the date of incorporation to the year of
     1987;

2.   Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 1 share from Helen Zung Sing
     Yeh to Shun Kin Enterprises Limited on 20th February 1987;

3.   Original cancelled share certificate in the names of Helen Zung Sing Yeh
     and Shun Kin Enterprises Limited;

4.   Original Application for 42,300 shares made on 24th February 1987 - 8 sets;

5.   Original share certificates in respect of the allotment made on 24th
     February 1987;

6.   Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 5,000 shares from Mr. Basil
     D.C. Wood to Mrs. Nancy Ting on 26th April 1988;

7.   Original share certificates in respect of the transfer made on 26th April
     1988;

8.   Original transfer documents (including instruments of transfer and bought
     and sold notes) in respect of the transfer of 20,525 shares in respect of
     the following transfer:

     Mr. Basil D.C. Wood to Midopa Enterprises Limited - 7,610 shares on


                                       23

<PAGE>

     21.7.1988

     Mrs. Wendy Wood to Midopa Enterprises Limited - 1,694 shares on 21.7.1988

     Mr. Hsu Zing Ping to Midopa Enterprises Limited - 3,196 shares on 21.7.1988

     Mr. Hsu Zing Ping to Billion System Co., Limited - 2,500 shares on
     21.7.1988

     Mr. Hsu Zing Ping to Mrs. Wang Zau Chin Ngo - 240 shares on 21.7.1988

     Mr. Hsu Zing Ping to Eternal Growth Investment Ltd. - 525 shares on
     21.7.1988

     Mr. Koo Kam Kang to Eternal Growth Investment Ltd. - 4,760 shares on
     21.7.1988

9.   Original share certificates in respect of the transfer made on 21.7.1988;

10.  Original transfer documents (including instruments of transfer and bought
     and sold notes) in respect of the transfer of 7,715 shares in respect of
     the following transfer:

     Ms. Nancy Ting to Ho Chi Kuen Bernard - 2,000 shares on 29.7.1988

     Ms. Nancy Ting to Billion System Co., Ltd. - 2,500 shares on 29.7.1988

     Ms. Nancy Ting to Stella Wong - 545 shares on 29.7.1988

     Shun Kin Ent. Ltd. to Stella Wong - 195 shares on 29.7.1988

     Eileen Hwa to Stella Wong - 260 shares on 29.7.1988

     Ms. Nancy Ting to Eternal Growth Inv. Ltd. - 2,215 shares on 29.7.1988

11.  Original share certificates in respect of the transfer made on 29.7.1988

12.  Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 2,000 shares in respect of
     the transfer from Eileen Hwa to Wong Oi Lun, Ellen on 17.3.1989;

13.  Original share certificates in respect of the transfer made on 17.3.1989;

14.  Form X(ii) or Form (IXA) showing the resignation of Ms. Stella Wong as the
     director of the Company made on 1.4.1989;

15.  Original transfer documents (including instruments of transfer and bought
     and sold notes) in respect of the transfer of 2,000 shares in respect of
     the following transfer:

     Wong Oi Lun Ellen to Stella Wong - 1,000 shares on 31.5.1990

     Wong Oi Lun Ellen to Tsang Kin Woo - 500 shares on 31.5.1990

     Wong Oi Lun Ellen to Chu Ping Im - 500 shares on 31.5.1990

16.  Original share certificates in respect of the transfer made on 31.5.1990

17.  Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 2,000 shares in respect of
     the following transfer:

     Bernard Ho to Zone Bo Ltd. - 2,000 shares on 19.7.1990

18.  Original share certificates in respect of the transfer made on 19.7.1990

19.  Copy of Consent to act as director of the Company by Mr. Yap E. Hock on


                                       24

<PAGE>

     9.12.1992

20.  A letter dated 10th October 1994, from King Cause Limited and Asian Capital
     Partners (HK) Limited reporting that 10 share certificates for 50,000
     shares have been mislaid and requesting 2 share certificates be issued to
     them

21.  Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 50,000 shares in respect of
     the following transfer:

     King Cause Ltd.to Billion System Co. Ltd.- 5,000 shares on 12.12.1994;

     King Cause Ltd. to Eternal Growth Investment Ltd.- 7,500 shares on
     12.12.1994;

     King Cause Ltd. to Midpoa Enterprises Limited- 12,500 shares on 12.12.1994;

     King Cause Ltd. to Shun Kin Ent. Limited- 17,500 shares on 12.12.1994;

     King Cause Ltd. to Wang Zau Chin Ngo- 2,500 shares on 12.12.1994;

     King Cause Ltd. to Tsang Kin Woo- 499 shares on 12.12.1994;

     King Cause Ltd. to Chu Ping Im - 500 shares on 12.12.1994

     King Cause Ltd. to Stella Wong- 2,000 shares on 12.12.1994;

     King Cause Ltd. to Zone Bo Limited- 2,000 shares on 12.12.1994;

     King Cause Ltd. and Asian Capital Partners (HK) Limited to Tsang Kin Woo- 1
     share on 12.12.1994;

22.  Original share certificates in respect of the transfer made on 12.12.1994;

23.  Original Declaration of Trust given by King Cause Limited and Asian Capital
     Partners (HK) Limited on 9.12.1992;

24.  Copy of Form D2 and Consent to act reporting the appointment of Mr. Ho Chi
     Kuen as the director of the company;

25.  Original transfer documents (including instrument of transfer and bought
     and sold notes) in respect of the transfer of 5,000 shares in respect of
     the following transfer:

     Billion System Co. Ltd. to Zone Bo Ltd.- 500 shares on 15.12.2000;

     Billion System Co. Ltd. to Eternal Growth Inv. Ltd.- 500 shares
     on 15.12.2000;

     Billion System Co. Ltd. to Midopa Enterprises Ltd.- 1,250 shares
     on 15.12.2000;

     Billion System Co. Ltd. to Shun Kin Enterprises Ltd.- 1,750 shares
     on 15.12.2000;

     Billion System Co. Ltd. to Tsang Kin Woo- 500 shares on 15.12.2000;

     Billion System Co. Ltd. to Chu Ping Im- 500 shares on 15.12.2000;

26.  Original share certificates in respect of the transfer made on 15.12.2000;

27.  Original Share Certificate of Wang William;

28.  Original Board Minutes for approving the share transfer from Zone Bo
     Limited to Hung Yung made on 22.06.2007;


                                       25

<PAGE>

29.  Share Certificate of Hung Yung in respect of 5,000 shares;

30.  Original Consent to Short Notice dated 16.03.1987 - Elieen Hwa Wang Vung
     Sing (with the signature of Elieen missing); and

31.  Original Consent to Short Notice for 2005 AGM dated 30.05.2005 (missing
     signatures from Midopa Enterprises Limited, Wong Chan Miu Wan Stella, Chu
     Ping Im, Tsang Kin Woo).

Yours sincerely,


-------------------------------------
Shun Kin Enterprises Limited


                                       26

<PAGE>

                                   SCHEDULE 4

                            FORM OF OPTION AGREEMENT

THIS AGREEMENT is made the ___________ day of __, 2007


BETWEEN :-

1.   SHUN KIN ENTERPRISES LIMITED, a company incorporated in Hong Kong whose
     registered office is at Hsin Chong Center, 107-109 Wai Yip Street, Kwun
     Tong, Kowloon, Hong Kong ("SHUN KIN");

2.   FNG INTERNATIONAL HOLDINGS LIMITED, a company incorporated in the British
     Virgin Islands whose registered address is at Trident Chambers, P.O. Box
     146, Road Town, Tortola, British Virgin Islands (the "PURCHASER"); and

3.   CHINA FINANCE ONLINE CO. LIMITED, a company incorporated in Hong Kong whose
     registered office is situate at Room 908, 9th Floor, Hutchison House, 10
     Harcourt Road, Central, Hong Kong (the "GUARANTOR").

     (Shun Kin and the Purchaser are collectively referred to as the "PARTIES"
     and each as a "PARTY")


WHEREAS :-

(A)  Daily Growth Investment Company Limited (Chinese Characters) (the
     "COMPANY") is a private limited company incorporated under the laws of Hong
     Kong on 6 October 1971 and has an authorised share capital of HK$10,000,000
     divided into 100,000 ordinary shares of HK$100 each (the "SHARES"), of
     which 100,000 Shares have been issued and are fully paid up. The Company is
     a licensed corporation to engage in type 1 regulated activity (dealing in
     securities) under the Securities and Futures Ordinance, Chapter 571 of the
     laws of Hong Kong.


                                       27

<PAGE>

(B)  By a sale and purchase agreement dated [*] 2007 entered into between Shun
     Kin and the Purchaser pursuant to which Shun Kin agreed to sell and the
     Purchaser agreed to purchase 29,000 Shares, representing 29% of the issued
     share capital of the Company upon and subject to the terms and conditions
     thereof (the "S&P AGREEMENT"). Completion of the S&P Agreement took place
     immediately before the signing of this Agreement.

(C)  Shun Kin is now the legal and beneficial owner of 9,500 Shares,
     representing 9.5 per cent. of the issued share capital of the Company.

(D)  The Purchaser has agreed to grant to Shun Kin a put option to require the
     Purchaser to purchase the Option Shares at the Put Option Price on the
     terms and conditions hereinafter appearing.

(E)  Shun Kin has also agreed to grant to the Purchaser a call option to require
     Shun Kin to sell the Option Shares to the Purchaser at the Call Option
     Price on the terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED as follows :-

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, unless otherwise expressed or required by context, the
     following words or expressions shall have the respective meanings set
     opposite thereto :-

<TABLE>
<S>                              <C>
"Auditors"                       the auditors for the time being of the Company;

"Business Day"                   a day, other than a "general holiday" (as
                                 defined in the General Holidays Ordinance
                                 (Chapter 149 of the Laws of Hong Kong)),
                                 Saturday and any day on which a tropical
                                 cyclone warning No. 8 or above is hoisted or
                                 remains hoisted between 9:00 a.m. and 12:00
                                 noon and is not lowered at or before 12:00 noon
                                 or on which a "black" rainstorm warning signal
                                 is hoisted or remains in effect between 9:00
                                 a.m. and 12:00 noon and is not discontinued at
                                 or before 12:00 noon, on
</TABLE>


                                       28

<PAGE>

<TABLE>
<S>                              <C>
                                 which commercial banks are generally open for
                                 banking business in Hong Kong;

"Call Option"                    the call option to require Shun Kin to sell all
                                 the Option Shares to the Purchaser at the Call
                                 Option Price upon and subject to the terms and
                                 conditions contained herein;

"Call Option Notice"             the notice in the form set out in Schedule A
                                 hereto;

"Call Option Price"              a price equal to 20% above the Put Option
                                 Price;

"Hong Kong"                      the Hong Kong Special Administrative Region of
                                 the People's Republic of China;

"Net Asset Value"                subject to Clause 3.4, has the meaning ascribed
                                 to it in Clause 3.3;

"Option Completion Date"         the date when completion of the sale and
                                 purchase of the Option Shares shall take place
                                 pursuant to Clause 4;

"Option Period"                  the period of five (5) years commencing on the
                                 date hereof;

"Option Shares"                  9,500 Shares now beneficially owned by Shun
                                 Kin, and all other shares (if any) in the
                                 issued share capital of the Company resulting
                                 from any sub-division, consolidation or
                                 re-classification of such shares in the Company
                                 and further or additional shares in the Company
                                 hereinafter acquired by Shun Kin pursuant to a
                                 capitalisation issue;

"Original Price"                 the price per Share based on the NAV as at the
                                 Completion Date (both as defined in the S&P
                                 Agreement) plus a premium of HK$15 per Share;
</TABLE>


                                       29

<PAGE>

<TABLE>
<S>                              <C>
"Put Option"                     the put option to require the purchase by the
                                 Purchaser of all the Option Shares from Shun
                                 Kin at the Put Option Price upon and subject to
                                 the terms and conditions contained herein;

"Put Option Notice"              the notice in the form set out in Schedule B
                                 hereto;

"Put Option Price"               a price equal to the higher of (i) the Original
                                 Price or (ii) the price per Share based on the
                                 Net Asset Value of the Company (subject to any
                                 adjustment provided in Clause 3.4), plus a
                                 premium of HK$15 per Share;

"Relevant Event"                 (i)  Any variation in the share capital of the
                                      Company arising from any reduction,
                                      sub-division or consolidation of share
                                      capital or the issue of any share capital
                                      (including any securities convertible into
                                      share capital or warrants or options to
                                      subscribe for any share capital) by way of
                                      capitalisation of profits or reserves or
                                      in connection with an offer made pro rata
                                      to shareholders of the Company; or

                                 (ii) Any distribution of the Company's capital
                                      assets to shareholders of the Company pro
                                      rata, whether in cash or specie, except
                                      dividend paid out of the net profits
                                      attributable to shareholders of the
                                      Company for each financial year of the
                                      Company; and

"HK$" or "Cents"                 Hong Kong Dollars and cents respectively.
</TABLE>

1.2  The headings to the Clauses of this Agreement are for ease of reference
     only and shall be ignored in interpreting this Agreement.


                                       30

<PAGE>

1.3  References to Clauses and Schedules are references to Clauses and Schedules
     of or to this Agreement.

1.4  Words and expressions in the singular include the plural and vice versa.

1.5  Reference to person includes any public body and any body of persons,
     corporate or unincorporated.

1.6  Reference to ordinances, statutes, legislation or enactments shall be
     construed as a reference to such ordinances, statutes, legislation or
     enactments as may be amended or re-enacted from time to time and for the
     time being in force.

2.   GRANT OF PUT OPTION AND CALL OPTION

2.1  In consideration of Shun Kin agreeing to enter into this Agreement, the
     Purchaser hereby grants to Shun Kin the Put Option subject to the terms and
     conditions herein contained.

2.2  In consideration of the Purchaser agreeing to enter into this Agreement,
     Shun Kin hereby grants to the Purchaser the Call Option subject to the
     terms and conditions herein contained.

2.3  Upon exercise of the Put Option or the Call Option (as the case may be) as
     hereinafter provided, Shun Kin shall sell as beneficial owner of the Option
     Shares to the Purchaser free from all liens, charges, encumbrances and
     third party rights of any kind and together with all rights attaching
     thereto as at and all dividends and distributions declared, paid or made in
     respect thereof after the date of exercise of the Put Option or the Call
     Option (as the case may be). To avoid any doubt, it is hereby expressly
     agreed that until exercise of the Put Option or the Call Option (as the
     case may be) as hereinafter provided Shun Kin shall have absolute control
     of the Option Shares, including the voting rights attaching thereto.

3.   EXERCISE OF PUT OPTION OR CALL OPTION

3.1  The Put Option may be exercised by Shun Kin at any time during the Option
     Period by serving a Put Option Notice on the Purchaser. The date of
     exercise


                                       31

<PAGE>

     of the Put Option shall be the date that the Put Option Notice is received
     by the Purchaser. The Purchaser shall, within fourteen (14) days after the
     receipt of the Put Option Notice, provide Shun Kin with the latest audited
     accounts of the Company (the "AUDITED ACCOUNTS") and the latest management
     accounts of the Company as at the last day of the precedent month
     immediately before the exercise of the Put Option (the "MANAGEMENT
     ACCOUNTS").

3.2  The Call Option may be exercised by the Purchaser at any time during the
     Option Period by serving a Call Option Notice, accompanied by the Audited
     Accounts and the Management Accounts, on Shun Kin. The date of exercise of
     the Call Option shall be the date that the Call Option Notice, the Audited
     Accounts and the Management Accounts are received by Shun Kin.

3.3  In the event of the exercise of the Put Option or the Call Option, as the
     case may be, and in the event that Clause 3.4 does not apply, Shun Kin
     shall have the sole right to elect either (i) the net asset value of the
     Company as shown in the Management Accounts; or (ii) the average of the net
     asset values of the Company as shown in the Management Accounts and the
     Audited Accounts respectively to be the net asset value of the Company for
     the purpose of the calculation of the Put Option Price and the Call Option
     Price. Such net asset value of the Company to be elected by Shun Kin (the
     "NET ASSET VALUE") shall be conclusive and binding on the Purchaser. Shun
     Kin shall give written notice (the "NOTICE") to the Purchaser informing it
     the amount of the Net Asset Value within (seven 7) days from the date of
     receipt of the Management Accounts and the Audited Accounts by Shun Kin
     from the Purchaser.

     For the purpose of this Agreement, the net asset value of the Company shall
     be the total tangible assets of the Company less the total liabilities of
     the Company whether actual or contingent, including all provisions for
     taxation but excluding provision for bad or doubtful debts.

3.4  In the event that any Relevant Event has occurred before the exercise of
     the Put Option or the Call Option and no adjustment to the Put Option Price
     and the Call Option Price has been made in the Audited Accounts, the
     Parties shall procure the Put Option Price to be adjusted in such manner as
     shall be certified by the Auditors as fair and reasonable in the
     circumstances. For the


                                       32

<PAGE>

     avoidance of doubt and notwithstanding anything herein to the contrary, no
     premium comprising the Put Option Price shall be subject to adjustment and
     the net asset value of the Company as at the date of the exercise of the
     Put Option or the Call Option shall be deemed to be the Net Asset Value for
     the purpose of the calculation of the Put Option Price and the Call Option
     Price. A copy of the certificate of the Auditors relating to any such
     adjustment shall be given to Shun Kin and the Purchaser within fourteen
     (14) days of the exercise of the Put Option or the Call Option. The
     certificate of the Auditors shall, in the absence of fraud or manifest
     error, be final and binding on each of the Parties. The cost of the
     Auditors relating to any such adjustment shall be borne by the Company.

3.5  The Put Option Notice or the Call Option Notice (as the case may be), once
     issued, is binding on both Parties and may not be withdrawn. The Put Option
     or the Call Option (as the case may be) must be exercised in full.

4.   COMPLETION

4.1  Completion of the sale and purchase of the Option Shares shall take place
     on a Business Date falling the expiry of one month, and in any event not
     more than forty-five (45) days, after (a) the date of giving of the Notice
     by Shun Kin to the Purchaser (when Clause 3.3 applies) or (b) the date of
     receipt of the certificate of the Auditors by Shun Kin and the Purchaser as
     referred to in Clause 3.4 (when Clause 3.4 applies) at the registered
     office of the Company when the following business will be simultaneously
     transacted :-

     (i)  the Purchaser shall deliver to Shun Kin a cashier order for the total
          Put Option Price of the Option Shares (in case the exercise of the Put
          Option) or total Call Option Price of the Option Shares (in case the
          exercise of the Call Option); and

     (ii) Shun Kin shall deliver to the Purchaser the following:-

          (a)  sold notes and instrument of transfer in favour of the Purchaser
               and/or its nominee(s) in respect of the Option Shares all
               executed by Shun Kin in accordance with the Stamp Duty Ordinance;


                                       33

<PAGE>

          (b)  original share certificate(s) in respect of the Option Shares;
               and

          (c)  in the event of the exercise of the Put Option, a sum in favour
               of the Government of the Hong Kong Special Administrative Region
               for an amount equivalent to the stamp duty payable under the
               Stamp Duty Ordinance in respect of the bought and sold notes of
               the Option Shares.

5.   WARRANTIES, REPRESENTATIONS, UNDERTAKINGS AND GUARANTEE

5.1  Shun Kin hereby warrants and represents to the Purchaser that :-

     (i)  during the Option Period, Shin Kin shall not dispose, or authorise or
          permit any party to dispose the Option Shares;

     (ii) Shun Kin is and shall on the Option Completion Date be legally and
          beneficially entitled to sell the Option Shares to the Purchaser; and

     (iii) on the Option Completion Date, the Option Shares will be sold to the
          Purchaser free from all liens, charges, encumbrances and third party
          rights of any kind, and together with all rights attaching thereto as
          at and all dividends and distributions declared, paid or made in
          respect thereof after the date of exercise of the Put Option or the
          Call Option (as the case may be).

5.2  The Purchaser undertakes to notify Shun Kin in writing within fourteen (14)
     days from the date when (a) it agrees to sell 50% or more of the
     shareholding of the Company during the Option Period or (b) any of the
     Relevant Events has occurred.

5.3  In consideration of Shun Kin agreeing to enter into this Agreement, the
     Guarantor (as principal obligor and not merely as surety) unconditionally
     and irrevocably guarantees performance by the Purchaser of all its
     obligations and liabilities under or arising out of or in connection with
     this Agreement (referred to herein as the "GUARANTEED OBLIGATIONS") and
     undertakes to Shun Kin that if and whenever the Purchaser is in default,
     the Guarantor shall duly and promptly perform or procure such performance
     of the Guaranteed


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<PAGE>

     Obligations and indemnify Shun Kin against any loss, damage, costs,
     expenses and liabilities that it may suffer in connection with or arising
     out of any such failure on the part of the Purchaser.

6.   CONFIDENTIALITY

     Other than such disclosure as may be required by law, The Stock Exchange of
     Hong Kong Limited, the Securities & Futures Commission or any competent
     authority, neither of the parties hereto shall make any announcement or
     release or disclose any information concerning this Agreement or the
     transactions herein referred to or disclose the identity of the other
     party(ies) hereto (save disclosure to their respective professional
     advisers under a duty of confidentiality) without the written consent of
     the other parties hereto.

7.   ASSIGNMENT

     This Agreement shall be binding on and shall enure for the benefits of the
     successors and assigns of the parties hereto but shall not be assigned by
     any party hereto without the prior written consent of the other parties
     hereto.

8.   NOTICES AND OTHER COMMUNICATION

8.1  Any notice or other communication to be given under this Agreement shall be
     in writing and may be given by hand, by post or facsimile to the following
     address/number of the party hereto to be served or to such other
     address/number as shall be notified by such party to the other in writing
     :-

Shun Kin

Address                      :   Hsin Chong Center,
                                 107-109 Wai Yip Street,
                                 Kwun Tong, Kowloon, Hong Kong

Attention                    :   YEH WANG Zung-sing, Helen

Facsimile no.                :   852-2516 6596


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<PAGE>

The Purchaser

Address                      :   Room 908, 9th floor, Hutchison House,
                                 10 Harcourt Road, Central, Hong Kong

Attention                    :   Mr. Jun Wang

Facsimile no.                :   8610-5832 5200

The Guarantor

Address                      :   Room 908, 9th floor, Hutchison House,
                                 10 Harcourt Road, Central, Hong Kong

Attention                    :   Mr. Jun Wang

Facsimile no.                :   8610-5832 5200

8.2  Any such notice or communication shall be sent to the party hereto to whom
     it is addressed and must contain sufficient reference and/or particulars to
     render it readily identifiable with the subject-matter of this Agreement.
     If so given by hand or facsimile, such notice or communication shall be
     deemed received on the date of despatch and if so sent by post (or, if sent
     to an address outside of Hong Kong, so sent by first class air-mail) shall
     be deemed received two (2) Business Days after the date of despatch (in
     case to an address in Hong Kong) or five (5) Business Days after the date
     of despatch (in case to an address outside of Hong Kong).

9.   COSTS AND EXPENSES

     Each party hereto shall bear its own legal costs and expenses incurred in
     the negotiation, preparation and execution of this Agreement. Stamp duty
     payable in respect of the sale and purchase of the Option Shares shall be
     borne by Shun Kin if Shun Kin exercises the Put Option or by the Purchaser
     if the Purchaser exercises the Call Option, as the case may be.


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<PAGE>

10.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     Laws of Hong Kong and the parties hereto agree to submit to the
     non-exclusive jurisdiction of its courts.

11.  PROCESS AGENT

     The Purchaser hereby irrevocably authorizes and appoints Arculli Fong & Ng
     (the "PURCHASER'S SOLICITORS") at 908 Hutchison House, Central, Hong Kong
     (or such other person(s), being resident in Hong Kong, as it may from time
     to time appoint as its agent(s) and notify to Shun Kin) to accept service
     of all legal process arising out or in connection with this Agreement and
     service on the Purchaser's Solicitors (or such substitute(s)) shall be
     deemed to be service on the Purchaser.

                [Remainder of this page intentionally left blank]


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<PAGE>

IN WITNESS whereof the parties hereto have signed this Agreement the day and
year first above written.


SIGNED by                     )
                              )
a director, for and on        )
behalf of Shun Kin            )
Enterprises Limited           )
in the presence of :-         )


SIGNED by                     )
                              )
a director, for and on        )
behalf of FNG International   )
Holdings Limited              )
in the presence of :-         )


SIGNED by                     )
                              )
a director, for and on        )
behalf of China Finance       )
Online Co. Limited            )
in the presence of :-         )


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<PAGE>

                                   SCHEDULE A

                               CALL OPTION NOTICE

[Date]

[Name and address of Shun Kin]

Dear Sirs,

     We refer to the option agreement dated *, 2007 (the "Agreement") entered
into between you and us relating to shares in Daily Growth Investment Company
Limited (Chinese Characters) and hereby exercise the Call Option in
accordance with the terms and conditions contained in the Agreement by giving
you this Call Option Notice and that completion of the sale and purchase of the
Option Shares shall take place on [date] at * a.m./p.m. at [address].

Terms defined in the Agreement have the same meanings herein.

                                        Yours faithfully,

                                        for and on behalf of
                                        FNG International Holdings Limited


                                       39

<PAGE>

                                   SCHEDULE B

                                PUT OPTION NOTICE

[Date]

[Name and address of the Purchaser]

Dear Sirs,

     We refer to the option agreement dated *, 2007 (the "Agreement") entered
into between you and us relating to shares in Daily Growth Investment Company
Limited (Chinese Characters) and hereby exercise the Put Option in
accordance with the terms and conditions contained in the Agreement by giving
you this Put Option Notice and that completion of the sale and purchase of the
Option Shares shall take place on [date] at * a.m./p.m. at [address].

Terms defined in the Agreement have the same meanings herein.

                                        Yours faithfully,

                                        for and on behalf of
                                        Shun Kin Enterprises Limited


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