Execution
      Copy

     

    AGREEMENT
      AND PLAN OF MERGER

     

    This
      AGREEMENT
      AND PLAN OF MERGER
      (this
“Agreement”)
      has
      been made as of October 19, 2007, by and among Best Care, Inc., a Nevada
      corporation (“BCI”),
      BCAE
      Merger Sub, Inc., a Nevada corporation and a wholly-owned Subsidiary of BCI
      (“Sub”),
      China
      Baolong Logistic Limited, a British Virgin Islands corporation (“CBL”),
      and
      the shareholders of CBL, each of whom is identified on Schedule
      A
      to this
      Agreement (the “CBL
      Shareholders”).

     

    Whereas,
      the
      respective Boards of Directors of BCI, Sub and CBL have approved the merger,
      pursuant and subject to the terms and conditions of this Agreement, of Sub
      with
      and into CBL (the “Merger”),
      whereby all of the issued and outstanding shares of the Common Stock of CBL
      (the
“CBL
      Common Stock”)
      will be
      converted into the right to receive a specified number of shares of the Common
      Stock of BCI (the “BCI
      Common Stock”);
      and
      the parties each desire to make certain representations, warranties and
      agreements in connection with the Merger and also to prescribe various
      conditions to the Merger;

     

    Now,
      Therefore,
      in
      consideration of the premises and the representations, warranties and covenants
      herein contained, the parties agree to effect the Merger on the terms and
      conditions herein provided and further agree as follows:

     

    ARTICLE
      1. DEFINITIONS

     

    1.1 Definitions.

     

    In
      addition to the other definitions contained in this Agreement, the following
      terms will, when used in this Agreement, have the following respective
      meanings:

     

    “Affiliate”
      means a
      Person that, directly or indirectly, controls, is controlled by, or is under
      common control with, the referenced party.

     

    “BVI”
      British
      Virgin Islands.

     

    “Claim”
      means
      any
      contest, claim, demand, assessment, action, suit, cause of action, complaint,
      litigation, proceeding, hearing, arbitration, investigation or notice of any
      of
      the foregoing involving any Person.

     

    “Closing”
      means
      the consummation of the Merger. 

     

    “Code”
      means
      the Internal Revenue Code of 1986, as amended, together with all rules and
      regulations promulgated thereunder. 

     

    “Constituent
      Corporations”
      means
      CBL and Sub, as the constituent corporations of the Merger.

     

    “GAAP”
      means
      United States generally accepted accounting practices.

     

    “GCL”
      means
      the
      Nevada General Corporation Law.

     

    “Person”
      means
      and includes any individual, partnership, corporation, trust, company,
      unincorporated organization, joint venture or other entity, and any Governmental
      Entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Record
      Holder”
      means a
      holder of record of CBL Common Stock as shown on the regularly maintained stock
      transfer records of CBL.

     

    “Subsidiary”
      means,
      with respect to any Person, any corporation, partnership, joint venture, trust
      or other entity of which such Person, directly or indirectly through an
      Affiliate, owns an amount of voting securities, or possesses other ownership
      interests, having the power, direct or indirect, to elect a majority of the
      Board of Directors or other governing body thereof.

     

    “Surviving
      Corporation” means
      CBL, as the surviving corporation of the Merger.

     

    “U.S.”
      means
      the
      United States of America.

     

    1.2 Interpretation.

     

    In
      this
      Agreement, unless the express context otherwise requires:

     

    (a) the
      words
“herein,” “hereof”
      and
“hereunder
      and
      words
      of similar import refer to this Agreement as a whole and not to any particular
      provision of this Agreement; 

     

    (b) references
      to “Article”
      or
“Section”
      are
      to
      the respective Articles and Sections of this Agreement, and references to
“Exhibit”
      or
      “Schedule”
      are to
      the respective Exhibits and Schedules annexed hereto;

     

    (c) references
      to a “party”
      means a
      party to this Agreement and include references to such party’s successors and
      permitted assigns;

     

    (d) references
      to a “third
      party”
      means a
      Person that is neither a Party to this Agreement nor an Affiliate thereof;
      

     

    (e) the
      terms
“dollars”
      and
      “$”
      means
      U.S. dollars;

     

    (f) terms
      defined in the singular have a comparable meaning when used in the plural,
      and
      vice versa;

     

    (g) the
      masculine pronoun includes the feminine and the neuter, and vice versa, as
      appropriate in the context; and 

     

    (h) wherever
      the word “include,” “includes”
      or
“including
      is
      used
      in this Agreement, it will be deemed to be followed by the words “without
      limitation.”

     

    ARTICLE
      2. THE MERGER

     

    2.1 Effective
      Time of the Merger.

     

    Subject
      to the provisions of this Agreement, the Merger will be consummated by the
      filing with the Secretary of State of the State of Nevada of articles of merger,
      in such form as required by, and signed and attested in accordance with, the
      relevant provisions of the GCL and by the filing with the of the BVI of articles
      of merger, in such form as required by, and signed and attested in accordance
      with, the relevant provisions of the GCL (the time of the filing of such
      instruments as occurs second or such later time and date as is specified in
      such
      filings being the “Effective
      Time”).
      It is
      the intent of the parties to cause such filings to be made no later than the
      Closing Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.2 Closing.

     

    The
      Closing will take place at 10:00 a.m., local time, on the earliest date
      practicable after all of the conditions set forth in Articles 7 and 8 are
      satisfied or waived by the appropriate party, but in no event later than the
      applicable date referred to in Section 10.1(d) (the “Closing
      Date”),
      unless
      another time, date or place is agreed to in writing by the parties.


     

    2.3 Effects
      of the Merger.

     

    By
      virtue
      of the Merger and without the necessity of any action by or on behalf of the
      Constituent Corporations, or either of them:

     

    (a) at
      the
      Effective Time, (i) the separate existence of Sub will cease, and Sub will
      be
      merged with and into CBL, and (ii) the certificate of incorporation and bylaws
      of CBL as in effect immediately prior to the Effective Time will be the
      certificate of incorporation and bylaws of the Surviving Corporation until
      thereafter amended; and 

     

    (b) at
      and
      after the Effective Time, the Surviving Corporation will possess all the rights,
      privileges, powers and franchises of a public as well as of a private nature,
      and be subject to all the restrictions, disabilities and duties, of each of
      the
      Constituent Corporations; and all property, real, personal and mixed, and all
      debts due to either of the Constituent Corporations on whatever account, as
      well
      for stock subscriptions as all other things in action or belonging to each
      of
      the Constituent Corporations will be vested in the Surviving Corporation; and
      all property, rights, privileges, powers and franchises, and all and every
      other
      interest of each of the Constituent Corporations will be thereafter as
      effectually be the property of the Surviving Corporation as they were of the
      respective Constituent Corporations, and the title to any real estate vested
      by
      deed or otherwise, in either of the Constituent Corporations, will not revert
      or
      be in any way impaired; but all rights of creditors and all liens upon any
      property of either of the Constituent Corporations will be preserved unimpaired,
      and all debts, liabilities and duties of the respective Constituent Corporations
      will thereafter attach to the Surviving Corporation, and may be enforced against
      it to the same extent as if such debts and liabilities had been incurred or
      contracted by it. 

     

    ARTICLE
      3. EFFECT OF MERGER ON CAPITAL STOCK

     

    3.1 Effect
      on Capital Stock.

     

    As
      of the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any holder of shares of CBL Common Stock or of shares of the capital stock
      of
      Sub:

     

    (a)  Capital
      Stock of Sub. Each
      issued and outstanding share of the capital stock of Sub will be converted
      into
      the right to receive one fully paid and non-assessable share of the capital
      stock of the Surviving Corporation. 

     

    (b) Cancellation
      of Treasury Stock. Shares
      of
      common stock of CBL (“Common Stock”), if any, that are held by CBL as treasury
      stock will be cancelled and retired and will cease to exist, and no Merger
      Consideration will be delivered in exchange therefor. Any shares of common
      stock
      of BCI (“BCI Common Stock”), if any, owned by CBL or the CBL Shareholders as of
      the Effective Time will remain unaffected by the Merger.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) Exchanged
      Shares; Merger
      Consideration.

     

    (i) “Exchanged
      Shares”
      means
      all shares of CBL Common Stock issued and outstanding immediately prior to
      the
      Effective Time other than shares of CBL Common Stock, if any, held by CBL as
      treasury stock

     

    (ii) The
      consideration to the CBL Shareholders in the Merger will consist of an aggregate
      of 89,192,441 shares of BCI Common Stock (the “Merger Consideration”). The
“Merger Consideration” shall be distributed among the CBL Shareholders
      proportionately in accordance with their shareholdings as set forth on
Schedule
      A
      hereto.


     

    (d) Exchange
      of Exchanged Shares for Merger Consideration.
      As of
      the Effective Time, by virtue of the Merger, each issued and outstanding
      Exchanged Share will be converted into the right to receive the Merger
      Consideration due in respect thereof, payable, to the Record Holders of
      Exchanged Shares at the Effective Time. As of the Effective Time, all
      shares of CBL Common Stock will no longer be outstanding and will automatically
      be cancelled and retired and will cease to exist, and each holder of a
      certificate representing any such shares will cease to have any rights with
      respect thereto, except the right to receive the Merger Consideration therefor,
      without interest, upon the surrender of such certificate in accordance with
      Section 3.2.

     

    3.2 Exchange
      of Merger Consideration for Exchanged Shares.

     

    (a) Exchange.
      On the
      Closing Date, the holders of all of the CBL Common Stock shall deliver to BCI
      certificates or other documents evidencing all of the issued and outstanding
      CBL
      Common Stock, duly endorsed in blank or with executed power attached thereto
      in
      transferable form. In exchange for all of the CBL Common Stock tendered pursuant
      hereto, BCI shall issue to CBL Shareholders the Merger Consideration pro
      .

     

    (b) No
      Further Ownership Rights in CBL Common Stock.
      All
      shares of BCI Common Stock issued upon the surrender for exchange of shares
      of
      CBL Common Stock in accordance with the terms hereof will be deemed to have
      been
      issued in full satisfaction of all rights pertaining to such shares of CBL
      Common Stock, and there will be no further registration of transfers of the
      shares of CBL Common Stock (other than shares held directly or indirectly by
      BCI) after the Effective Time. If, after the Effective Time, certificates
      representing CBL Common Stock are presented to the Surviving Corporation or
      its
      transfer agent for any reason, such certificates will be cancelled and exchanged
      as provided by this Article 3. 

     

    ARTICLE
      4. REPRESENTATIONS
      AND WARRANTIES OF CBL

     

    CBL
      and
      each of the CBL Shareholders jointly and severally represent and warrant to
      BCI
      and to Sub as follows, as of the date hereof and as of the Closing Date:


    
       

      4.1 Organization.

       

      CBL
        is a
        corporation duly organized, validly existing and in good standing under the
        laws
        of British Virgin Island and has the corporate power and is duly authorized,
        qualified, franchised and licensed under all applicable laws, regulations,
        ordinances and orders of public authorities to own all of its properties
        and
        assets and to carry on its business in all material respects as it is now
        being
        conducted, including qualification to do business as a foreign entity in
        the
        country or states in which the character and location of the assets owned
        by it
        or the nature of the business transacted by it requires qualification. Included
        in the attached Schedules (as hereinafter defined) are complete and correct
        copies of the articles of incorporation, bylaws and amendments thereto as
        in
        effect on the date hereof. The execution and delivery of this Agreement does
        not
        and the consummation of the transactions contemplated by this Agreement in
        accordance with the terms hereof will not, violate any provision of CBL’s
        certificate of incorporation or bylaws. CBL has full power, authority and
        legal
        right and has taken all action required by law, its articles of incorporation,
        bylaws or otherwise to authorize the execution and delivery of this
        Agreement.

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.2 Capitalization.

     

    The
      authorized capitalization of CBL consists of 50,000 shares of common stock,
      no
      par value and no preferred shares. As of the date hereof, there are 50,000
      shares of common stock issued and outstanding. All issued and outstanding common
      shares have been legally issued, fully paid, are non-assessable and not issued
      in violation of the preemptive rights of any other person. CBL has no other
      securities, warrants or options authorized or issued.

     

    4.3 Subsidiaries.

     

    CBL
      owns
      100% of Beijing Baolong Logistics Company Limited, a China corporation (herein,
      “BBL”). 

     

    4.4 Tax
      Matters; Books & Records

     

    (a) The
      books
      and records, financial and others, of CBL and BBL are in all material respects
      complete and correct and have been maintained in accordance with good business
      accounting practices; and

     

    (b) Neither
      CBL nor BBL has any liabilities with respect to the payment of any country,
      federal, state, county, local or other taxes (including any deficiencies,
      interest or penalties). 

     

    (c) Each
      of
      CBL and BBL shall remain responsible for all debts incurred by it prior to
      the
      closing.

     

    4.5 Information.
      

     

    The
      information concerning CBL and BBL as set forth in this Agreement and in the
      attached Schedules is complete and accurate in all material respects and does
      not contain any untrue statement of a material fact or omit to state a material
      fact required to make the statements made, in light of the circumstances under
      which they were made, not misleading.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.6 Title
      and Related Matters. 

     

    Each
      of
      CBL and BBL has good and marketable title to and is the sole and exclusive
      owner
      of all of its properties, inventory, interests in properties and assets, real
      and personal (collectively, the “Assets”) free and clear of all liens, pledges,
      charges or encumbrances. Except as set forth in the Schedules attached hereto,
      each of CBL and BBL owns free and clear of any liens, claims, encumbrances,
      royalty interests or other restrictions or limitations of any nature whatsoever,
      any and all procedures, techniques, marketing plans, business plans, methods
      of
      management or other information utilized in connection with its business. Except
      as set forth in the attached Schedules, no third party has any right to, and
      neither CBL nor BBL has received any notice of infringement of or conflict
      with
      asserted rights of others with respect to any product, technology, data, trade
      secrets, know-how, proprietary techniques, trademarks, service marks, trade
      names or copyrights which, singly or in the aggregate, if the subject of an
      unfavorable decision, ruling or finding, would have a materially adverse affect
      on the business, operations, financial conditions or income of CBL or BBL or
      any
      material portion of their properties, assets or rights.

     

    4.7 Litigation
      and Proceedings

     

    There
      are
      no actions, suits or proceedings pending or threatened by or against or
      affecting CBL or BBL, at law or in equity, before any court or other
      governmental agency or instrumentality, domestic or foreign or before any
      arbitrator of any kind that would have a material adverse effect on the
      business, operations, financial condition, income or business prospects of
      CBL
      or BBL. Neither CBL nor BBL has any knowledge of any default on its part with
      respect to any judgment, order, writ, injunction, decree, award, rule or
      regulation of any court, arbitrator or governmental agency or
      instrumentality.

     

    4.8 Contracts.

     

    On
      the
      Closing Date:

     

    (a) Except
      as
      set forth on Schedule, there are no material contracts, agreements, franchises,
      license agreements, or other commitments to which CBL or BBL is a party or
      by
      which it or any of its properties are bound;

     

    (b) Neither
      CBL nor BBL is party to any contract, agreement, commitment or instrument or
      subject to any charter or other corporate restriction or any judgment, order,
      writ, injunction, decree or award which materially and adversely affects, or
      in
      the future may (as far as CBL or BBL can now foresee) materially and adversely
      affect, the business, operations, properties, assets or conditions of CBL or
      BBL; and 

     

    (c) Neither
      CBL nor BBL is party to any material oral or written: (i) contract for the
      employment of any officer or employee; (ii) profit sharing, bonus, deferred
      compensation, stock option, severance pay, pension, benefit or retirement plan,
      agreement or arrangement covered by Title IV of the Employee Retirement Income
      Security Act, as amended; (iii) agreement, contract or indenture relating to
      the
      borrowing of money; (iv) guaranty of any obligation for the borrowing of money
      or otherwise, excluding endorsements made for collection and other guaranties
      of
      obligations, which, in the aggregate exceeds $1,000; (v) consulting or other
      contract with an unexpired term of more than one year or providing for payments
      in excess of $10,000 in the aggregate; (vi) collective bargaining agreement;
      or
      (vii) contract, agreement, or other commitment involving payments by it for
      more
      than $10,000 in the aggregate.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.9 No
      Conflict With Other Instruments.

     

    The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, or constitute an event of default under, any material indenture,
      mortgage, deed of trust or other material contract, agreement or instrument
      to
      which CBL or BBL is party or to which any of its properties or operations are
      subject.

     

    4.10 Material
      Contract Defaults.

     

    To
      the
      best knowledge and belief of CBL and BBL, neither CBL nor BBL is in default
      in
      any material respect under the terms of any outstanding contract, agreement,
      lease or other commitment which is material to the business, operations,
      properties, assets or condition of CBL or BBL, and there is no event of default
      in any material respect under any such contract, agreement, lease or other
      commitment in respect of which CBL or BBL has not taken adequate steps to
      prevent such a default from occurring.

     

    4.11 
      Governmental Authorizations. 

     

    To
      the
      best knowledge of CBL and BBL, each of CBL and BBL has all licenses, franchises,
      permits and other governmental authorizations that are legally required to
      enable it to conduct its business operations in all material respects as
      conducted on the date hereof. Except for compliance with federal and state
      securities or corporation laws, no authorization, approval, consent or order
      of,
      or registration, declaration or filing with, any court or other governmental
      body is required in connection with the execution and delivery by CBL and the
      CBL Shareholders of the transactions contemplated hereby.

     

    4.12 Compliance
      With Laws and Regulations.

     

    To
      the
      best knowledge and belief of CGD and BBL, CBL and BBL has complied with all
      applicable statutes and regulations of any federal, state or other governmental
      entity or agency thereof, except to the extent that noncompliance would not
      materially and adversely affect the business, operations, properties, assets
      or
      condition of CBL or BBL or would not result in CBL’s or BBL’s incurring any
      material liability.

     

    4.13 Insurance.
      

     

    All
      of
      the insurable properties of CBL and BBL are insured for CBL’s benefit under
      valid and enforceable policy or policies containing substantially equivalent
      coverage and will be outstanding and in full force at the Closing
      Date.

     

    4.14 Approval
      of Agreement.

     

    The
      directors of CBL have authorized the execution and delivery of the Agreement
      and
      have approved the transactions contemplated hereby.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.15 Material
      Transactions or Affiliations.

     

    As
      of the
      Closing Date, there will exist no material contract, agreement or arrangement
      between CBL or BBL and any person who was at the time of such contract,
      agreement or arrangement an officer, director or person owning of record, or
      known by CBL or BBL to own beneficially, ten percent (10%) or more of the issued
      and outstanding Common Shares of CBL and which is to be performed in whole
      or in
      part after the date hereof. Neither CBL nor BBL has any commitment, whether
      written or oral, to lend any funds to, borrow any money from or enter into
      any
      other material transactions with, any such affiliated person.

     

    ARTICLE
      5. REPRESENTATIONS
      AND WARRANTIES OF BCI 

     

    BCI
      represents and warrants to CBL, as of the date hereof and as of the Closing
      Date, as follows: 

     

    5.1 Organization.
      

     

    BCI
      is a
      corporation duly organized, validly existing, and in good standing under the
      laws of Nevada and has the corporate power and is duly authorized, qualified,
      franchised and licensed under all applicable laws, regulations, ordinances
      and
      orders of public authorities to own all of its properties and assets and to
      carry on its business in all material respects as it is now being conducted,
      including qualification to do business as a foreign corporation in the
      jurisdiction in which the character and location of the assets owned by it
      or
      the nature of the business transacted by it requires qualification. The
      execution and delivery of this Agreement does not and the consummation of the
      transactions contemplated by this Agreement in accordance with the terms hereof
      will not violate any provision of BCI’s articles of incorporation or bylaws. BCI
      has full power, authority and legal right and has taken all action required
      by
      law, its articles of incorporation, and its bylaws or otherwise to authorize
      the
      execution and delivery of this Agreement.

     

    5.2 Capitalization.
      

     

    The
      authorized capitalization of BCI consists of 100,000,000 shares of common stock,
      $0.001 par value per share. As of the date hereof, BCI has approximately
      4,250,000 shares of common stock issued and outstanding. All issued and
      outstanding shares are legally issued, fully paid and non-assessable and are
      not
      issued in violation of the preemptive or other rights of any person.


     

    5.3 Subsidiaries.
      

     

    BCI
      has
      no subsidiaries other than Sub.

     

    5.4 Tax
      Matters: Books and Records.

     

    (a) The
      books
      and records, financial and others, of BCI are in all material respects complete
      and correct and have been maintained in accordance with good business accounting
      practices; and

     

    (b) BCI
      has
      no liabilities with respect to the payment of any country, federal, state,
      county, or local taxes (including any deficiencies, interest or
      penalties).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) BCI
      shall
      remain responsible for all debts incurred by BCI prior to the date of
      closing.

     

    5.5 Litigation
      and Proceedings. 

     

    There
      are
      no actions, suits, proceedings or investigations pending or threatened by or
      against or affecting BCI or its properties, at law or in equity, before any
      court or other governmental agency or instrumentality, domestic or foreign
      or
      before any arbitrator of any kind that would have a material adverse affect
      on
      the business, operations, financial condition or income of BCI. BCI is not
      in
      default with respect to any judgment, order, writ, injunction, decree, award,
      rule or regulation of any court, arbitrator or governmental agency or
      instrumentality or of any circumstances which, after reasonable investigation,
      would result in the discovery of such a default.

     

    5.6 Material
      Contract Defaults. 

     

    BCI
      is
      not in default in any material respect under the terms of any outstanding
      contract, agreement, lease or other commitment which is material to the
      business, operations, properties, assets or condition of BCI, and there is
      no
      event of default in any material respect under any such contract, agreement,
      lease or other commitment in respect of which BCI has not taken adequate steps
      to prevent such a default from occurring.

     

    5.7 Information.
      

     

    The
      information concerning BCI as set forth in this Agreement and in the attached
      Schedules is complete and accurate in all material respects and does not contain
      any untrue statement of a material fact or omit to state a material fact
      required to make the statements made in light of the circumstances under which
      they were made, not misleading. 

     

    5.8 Title
      and Related Matters. 

     

    BCI
      has
      good and marketable title to and is the sole and exclusive owner of all of
      its
      properties, inventory, interest in properties and assets, real and personal
      (collectively, the “Assets”)
      free
      and clear of all liens, pledges, charges or encumbrances. BCI owns free and
      clear of any liens, claims, encumbrances, royalty interests or other
      restrictions or limitations of any nature whatsoever and all procedures,
      techniques, marketing plans, business plans, methods of management or other
      information utilized in connection with BCI’s business. No third party has any
      right to, and BCI has not received any notice of infringement of or conflict
      with asserted rights of other with respect to any product, technology, data,
      trade secrets, know-how, proprietary techniques, trademarks, service marks,
      trade names or copyrights which, singly on in the aggregate, if the subject
      of
      an unfavorable decision ruling or finding, would have a materially adverse
      affect on the business, operations, financial conditions or income of BCI or
      any
      material portion of its properties, assets or rights.

     

    5.9 Contracts.
      

     

    On
      the
      Closing Date:

     

    (a) There
      are
      no material contracts, agreements franchises, license agreements, or other
      commitments to which BCI is a party or by which it or any of its properties
      are
      bound;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) BCI
      is
      not a party to any contract, agreement, commitment or instrument or subject
      to
      any charter or other corporate restriction or any judgment, order, writ,
      injunction, decree or award materially and adversely affects, or in the future
      may (as far as BCI can now foresee) materially and adversely affect, the
      business, operations, properties, assets or conditions of BCI; and

     

    (c) BCI
      is
      not a party to any material oral or written: (i) contract for the employment
      of
      any officer or employee; (ii) profit sharing, bonus, deferred compensation,
      stock option, severance pay, pension benefit or retirement plan, agreement
      or
      arrangement covered by Title IV of the Employee Retirement Income Security
      Act,
      as amended; (iii) agreement, contract or indenture relating to the borrowing
      of
      money; (iv) guaranty of any obligation for the borrowing of money or otherwise,
      excluding endorsements made for collection and other guaranties, of obligations,
      which, in the aggregate exceeds $1,000; (v) consulting or other contract with
      an
      unexpired term of more than one year or providing for payments in excess of
      $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract,
      agreement or other commitment involving payments by it for more than $10,000
      in
      the aggregate.

     

    5.10 Compliance
      With Laws and Regulations. 

     

    To
      the
      best of BCI’s knowledge and belief, BCI has complied with all applicable
      statutes and regulations of any federal, state or other governmental entity
      or
      agency thereof, except to the extent that noncompliance would not materially
      and
      adversely affect the business, operations, properties, assets or condition
      of
      BCI or would not result in BCI incurring material liability.

     

    5.11 Insurance.
      

     

    BCI
      maintains no insurance policies.

     

    5.12 Approval
      of Agreement. 

     

    The
      directors of BCI have authorized the execution and delivery of the Agreement
      by
      and have approved the transactions contemplated hereby.

     

    5.13 Material
      Transactions or Affiliations. 

     

    There
      are
      no material contracts or agreements of arrangement between BCI and any person,
      who was at the time of such contract, agreement or arrangement an officer,
      director or person owning of record, or known to beneficially own ten percent
      (10%) or more of the BCI Common Stock and which is to be performed in whole
      or
      in part after the date hereof. Except as disclosed in the attached Schedule,
      BCI
      has no commitment, whether written or oral, to lend any funds to, borrow any
      money from or enter into material transactions with any such affiliated person.
      

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    5.14 No
      Conflict With Other Instruments. 

     

    The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, or constitute an event of default under, any material indenture,
      mortgage, deed of trust or other material contract, agreement or instrument
      to
      which BCI is a party or to which any of its properties or operations are
      subject.

     

    5.15 Governmental
      Authorizations. 

     

    BCI
      has
      all licenses, franchises, permits or other governmental authorizations legally
      required to enable it to conduct its business in all material respects as
      conducted on the date hereof. Except for compliance with federal and state
      securities and corporation laws, as hereinafter provided, no authorization,
      approval, consent or order of, or registration, declaration or filing with,
      any
      court or other governmental body is required in connection with the execution
      and delivery by BCI of this Agreement and the consummation of the transactions
      contemplated hereby.

     

    ARTICLE
      6. SPECIAL
      COVENANTS 

     

    6.1 Access
      to Properties and Records.

     

    Prior
      to
      closing, BCI and CBL will each afford to the officers and authorized
      representatives of the other full access to the properties, books and records
      of
      each other, in order that each may have full opportunity to make such reasonable
      investigation as it shall desire to make of the affairs of the other and each
      will furnish the other with such additional financial and operating data and
      other information as to the business and properties of each other, as the other
      shall from time to time reasonably request.

     

    6.2 Availability
      of Rule 144.

     

    Shareholders
      of BCI and CBL Shareholders holding “restricted securities,” as that term is
      defined in Rule 144 promulgated pursuant to the Securities Act recognize that
      such shares will remain as “restricted securities”. BCI is under no obligation
      to register such shares under the Securities Act, or otherwise. 

     

    6.3 The
      Stock Merger Consideration. 

     

    The
      consummation of this Agreement, including the issuance of the BCI Common Stock
      to the CBL Shareholders as contemplated hereby, constitutes the offer and sale
      of securities under the Securities Act, and applicable state statutes. Such
      transaction shall be consummated in reliance on exemptions from the registration
      and prospectus delivery requirements of such statutes that depend, inter alia,
      upon the circumstances under which the CBL Shareholders acquire such securities.
      

     

    6.4 Third
      Party Consents. 

     

    BCI
      and
      CBL agree to cooperate with each other in order to obtain any required third
      party consents to this Agreement and the transactions herein
      contemplated.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    6.5 Actions
      Prior to Closing.

     

    (a) From
      and
      after the date of this Agreement until the Closing Date, except as permitted
      or
      contemplated by this Agreement, BCI and CBL will each use its best efforts
      to:

     

    (i) maintain
      and keep its properties in states of good repair and condition as at present,
      except for depreciation due to ordinary wear and tear and damage due to
      casualty; and

     

    (ii) perform
      in all material respects all of its obligations under material contracts, leases
      and instruments relating to or affecting its assets, properties and
      business.

     

    (b) From
      and
      after the date of this Agreement until the Closing Date, BCI will not, without
      the prior consent of CBL:

     

    (i) except
      as
      otherwise specifically set forth herein, make any change in its articles of
      incorporation or bylaws;

     

    (ii) declare
      or pay any dividend on its outstanding Common Shares, except as may otherwise
      be
      required by law, or effect any stock split or otherwise change its
      capitalization, except as provided herein;

     

    (iii) enter
      into or amend any employment, severance or agreements or arrangements with
      any
      directors or officers;

     

    (iv) grant,
      confer or award any options, warrants, conversion rights or other rights not
      existing on the date hereof to acquire any Common Shares; or 

     

    (v) purchase
      or redeem any BCI Common Stock.

     

    (c) From
      and
      after the date of this Agreement until the Closing Date, CBL will not, without
      the prior consent of BCI:

     

    (i) except
      as
      otherwise specifically set forth herein, make any change in its articles of
      incorporation or bylaws;

     

    (ii) declare
      or pay any dividend on its outstanding Common Shares, except as may otherwise
      be
      required by law, or effect any stock split or otherwise change its
      capitalization, except as provided herein;

     

    (iii) enter
      into or amend any employment, severance or agreements or arrangements with
      any
      directors or officers;

     

    (iv) grant,
      confer or award any options, warrants, conversion rights or other rights not
      existing on the date hereof to acquire any Common Shares; or 

     

    (v) purchase
      or redeem any CBL Common Stock.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.6 Indemnification.

     

    (a) BCI
      hereby agrees to indemnify CBL, each of the officers, agents and directors
      and
      current shareholders of CBL as of the Closing Date against any loss, liability,
      claim, damage or expense (including, but not limited to, any and all expense
      whatsoever reasonably incurred in investigating, preparing or defending against
      any litigation, commenced or threatened or any claim whatsoever), to which
      it or
      they may become subject to or rising out of or based on any material inaccuracy
      appearing in or misrepresentation made in this Agreement by BCI. The
      indemnification provided for in this paragraph shall survive the Closing and
      consummation of the transactions contemplated hereby and termination of this
      Agreement for a period of two years; and 

     

    (b) CBL
      and
      each CBL Shareholder, jointly and severally, agrees to indemnify BCI, each
      of
      the officers, agents, directors and current shareholders of BCI as of the
      Closing Date against any loss, liability, claim, damage or expense (including,
      but not limited to, any and all expense whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation, commenced or
      threatened or any claim whatsoever), to which it or they may become subject
      arising out of or based on any inaccuracy appearing in or misrepresentation
      made
      in this Agreement by CBL or a CBL Shareholder. The indemnification provided
      for
      in this paragraph shall survive the Closing and consummation of the transactions
      contemplated hereby and termination of this Agreement.

     

    6.7 CBL
      Shareholder Representations.
      Each of
      the CBL Shareholders represents and warrants as follows:

     

    (a)
      as
      of the
      date of this Agreement each of the CBL Shareholders was, and at the Closing
      Date
      it is, an “accredited investor” as defined in Rule 501(a) under the Securities
      Act. Such CBL Shareholder has not been formed solely for the purpose of
      acquiring the BCI Common Stock. Each CBL Shareholder is not a registered
      broker-dealer under Section 15 of the Exchange Act. 

     

    (b)
      each of
      the CBL Shareholders are knowledgeable and experienced in finance and business
      matters and thus they are able to evaluate the risks and merits of acquiring
      the
      shares of Common Stock of BCI; 

     

    (c)
      each
      of
      the CBL Shareholders are able to bear the economic risk of purchasing the BCI
      common stock; 

     

    (d)
      BCI
      has
      provided the CBL Shareholders with access to the type of information normally
      provided in a prospectus; 

     

    (e)
      BCI
      did
      not use any form of public solicitation or general advertising in connection
      with the issuance of the shares;

     

    (f) as
      to the
      following CBL Shareholders (Jing-Xue Sun, Ying Zhang, Hong-Cai Sun, Yi-Xiang
      Yu,
      Jing-Shu Sun, Ruo-Gu Zhong, Yan Zhang, Xin-Hua Li, Zhong-Zhi Yu, Guo-Cai Wang,
      Shenzhen Huayin Guaranty & Investment Company Limited, Billion Hero
      Investments Limited, ARJUNO Investments Limited, Innovation Gainings Investments
      Limited, Even Bright Investment Limited, Volento Investments Limited, Nation
      City Investments Limited, and Quick Agent Investments Limited, collectively
      the
“Offshore
      CBL Shareholders”) 
      the
      offer of such securities was not made to a person in the United States and
      either (A) at the time the buy order was originated, each of the Offshore CBL
      Shareholders was outside the United States (in China), or BCI and any person
      acting on its behalf reasonably believed that each Offshore CBL Shareholders
      was
      outside the United States, or (B) the transaction was not executed on or through
      the facilities of the Over the Counter Bulletin Board and neither BCI nor any
      person acting on its behalf knows that the transaction has been prearranged
      with
      a person in the United States; 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (g)
      the
      transactions contemplated hereby are bona fide and not for the purpose of
“washing off’ the resale restrictions imposed because the securities are
“restricted securities” (as that term is defined in Rule 144(a)(3) under the
      1933 Act); 

     

    (h)
      each of
      the CBL Shareholders understands and acknowledges that none of the BCI Common
      Stock has been registered under the Securities Act. Each CBL Shareholder is
      acquiring the BCI Common Stock as principal for its own account and not with
      a
      view to or for distributing or reselling such securities or any part thereof,
      without prejudice, however, to such CBL Shareholder's right, subject to the
      provisions of this Agreement, at all times to sell or otherwise dispose of
      all
      or any part of such securities pursuant to an effective registration statement
      under the Securities Act or under an exemption from such registration and in
      compliance with applicable federal and state securities laws. Nothing contained
      herein shall be deemed a representation or warranty by such CBL Shareholder
      to
      hold the securities for any period of time. Such CBL Shareholder is acquiring
      the BCI Common Stock hereunder in the ordinary course of its business. Such
      CBL
      Shareholders does not have any agreement or understanding, directly or
      indirectly, with any Person to distribute any of the BCI Common Stock.


     

    (i)
      Each
      CBL Shareholder has good, valid and marketable title to the CBL Shares set
      forth
      opposite his or its name on Schedule A, free and clear of any covenant,
      condition, restriction, voting arrangement, charge, security interest, option
      or
      adverse claim, other than restrictions on transfer under federal and applicable
      state securities laws. Upon delivery of certificates representing the CBL Shares
      and payment of the Merger Consideration pursuant hereto, BCI will acquire good
      and marketable title to the CBL shares, free and clear of any security interest,
      restrictions or claims

     

    (j)
      Each
      CBL Shareholder possesses the legal right and capacity to execute, deliver
      and
      perform this Agreement, without obtaining any approval, authorization, consent
      or waiver or giving any notice. The CBL Shareholders have taken all shareholder
      action required by applicable law, the CBL’s Articles of Incorporation, By-laws
      or otherwise, required to be taken to authorize the execution and delivery
      of
      this Agreement and the consummation of the transactions contemplated hereby.
      This Agreement and all other documents to which a CBL Shareholder is a party
      have been, or will be, duly executed and delivered by the CBL Shareholders
      and
      constitute the legal, valid and binding obligations of the CBL Shareholder
      which
      is a party thereto, enforceable against such Shareholder in accordance with
      their respective terms, except to the extent such enforceability may be limited
      by bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent
      conveyance or similar laws affecting or relating to the enforcement of
      creditors’ rights generally, and by equitable principles (regardless of whether
      enforcement is sought in a proceeding in equity or at law).

     

    (k) No
      notice
      to, consent, authorization or approval of, or exemption by, any governmental
      or
      public body or authority is required in connection with the execution, delivery
      and performance by the CBL Shareholders of this Agreement or any other documents
      to be delivered in connection herewith (“Transaction Documents”) to which a CBL
      Shareholder is a party, or the taking of any action herein contemplated; and
      no
      notice to, consent, authorization or approval of, any Person under any
      agreement, arrangement or commitment of any nature to which a CBL Shareholder
      is
      party to, or by which the CBL Common Shares or the assets of CBL or BBL are
      bound by or subject to, or from which the CBL or BBL receives or is entitled
      to
      receive a benefit, is required in connection with the execution, delivery and
      performance by the CBL Shareholders of this Agreement or any other Transaction
      Documents to which a CBL Shareholder is a party, or the taking of any action
      herein contemplated.  

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7. CONDITIONS PRECEDENT TO THE OBLIGATIONS

    OF
      BCI AND SUB

     

    The
      obligations of BCI and Sub under this Agreement are subject to the satisfaction,
      at or before the Closing Date, of the following conditions:

     

    7.1 Accuracy
      of Representations. 

     

    7.2 The
      representations and warranties made by CBL and the CBL Shareholders in this
      Agreement were true when made and shall be true at the Closing Date with the
      same force and effect as if such representations and warranties were made at
      the
      Closing Date (except for changes therein permitted by this Agreement), and
      CBL
      and the CBL Shareholders shall have performed or complied with all covenants
      and
      conditions required by this Agreement to be performed or complied with by them
      prior to or at the Closing. 

     

    7.3 Director
      Approval.

     

    The
      Board
      of Directors of BCI shall have approved this Agreement and the transactions
      contemplated herein.

     

    7.4 Officer’s
      Certificate.

     

    BCI
      shall
      have been furnished with a certificate dated the Closing Date and signed by
      a
      duly authorized officer of CBL to the effect that: (a) the representations
      and
      warranties of CBL and the CBL Shareholders set forth in the Agreement and in
      all
      exhibits, schedules and other documents furnished in connection herewith are
      in
      all material respects true and correct as if made on the Effective Date; (b)
      CBL
      and the CBL Shareholders have performed all covenants, satisfied all conditions,
      and complied with all other terms and provisions of this Agreement to be
      performed, satisfied or complied with by them as of the Effective Date; (c)
      since such date and other than as previously disclosed to BCI, neither CBL
      nor
      BBL has entered into any material transaction other than transactions which
      are
      usual and in the ordinary course if its business; and (d) no litigation,
      proceeding, investigation or inquiry is pending or, to the best knowledge of
      CBL
      or BBL, threatened, which might result in an action to enjoin or prevent the
      consummation of the transactions contemplated by this Agreement or, to the
      extent not disclosed in the CBL Schedules, by or against CBL or BBL which might
      result in any material adverse change in any of the assets, properties, business
      or operations of CBL or BBL.

     

    7.5 No
      Material Adverse Change. 

     

    Prior
      to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of CBL or BBL.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    7.6 Other
      Items.

     

    BCI
      shall
      have received such further documents, certificates or instruments relating
      to
      the transactions contemplated hereby as BCI may reasonably request.

     

    ARTICLE
      8. CONDITIONS
      PRECEDENT TO THE OBLIGATIONS

    OF
      CBL AND THE CBL SHAREHOLDERS

     

    The
      obligations of CBL and the CBL Shareholders under this Agreement are subject
      to
      the satisfaction, at or before the Closing date (unless otherwise indicated
      herein), of the following conditions:

     

    8.1 Accuracy
      of Representations. 

     

    The
      representations and warranties made by BCI in this Agreement were true when
      made
      and shall be true as of the Closing Date (except for changes therein permitted
      by this Agreement) with the same force and effect as if such representations
      and
      warranties were made at and as of the Closing Date, and BCI shall have performed
      and complied with all covenants and conditions required by this Agreement to
      be
      performed or complied with by BCI prior to or at the Closing. CBL shall have
      been furnished with a certificate, signed by a duly authorized executive officer
      of BCI and dated the Closing Date, to the foregoing effect.

     

    8.2 No
      Material Adverse Change. 

     

    Prior
      to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of BCI 

     

    ARTICLE
      9. TERMINATION

     

    9.1 Termination
      Rights.

     

    (a) This
      Agreement may be terminated by the board of directors of either BCI or CBL,
      respectively, at any time prior to the Closing Date if:

     

    (i) there
      shall be any action or proceeding before any court or any governmental body
      which shall seek to restrain, prohibit or invalidate the transactions
      contemplated by this Agreement and which, in the judgment of such board of
      directors, made in good faith and based on the advice of its legal counsel,
      makes it inadvisable to proceed with the exchange contemplated by this
      Agreement; or 

     

    (ii) any
      of
      the transactions contemplated hereby are disapproved by any regulatory authority
      whose approval is required to consummate such transactions.

     

    In
      the
      event of termination pursuant to this paragraph (a), no obligation, right,
      or
      liability shall arise hereunder and each party shall bear all of the expenses
      incurred by it in connection with the negotiation, drafting and execution of
      this Agreement and the transactions herein contemplated.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement may be terminated at any time prior to the Closing Date by action
      of
      the board of directors of BCI if CBL or any CBL Shareholder shall fail to comply
      in any material respect with any of its covenants or agreements contained in
      this Agreement or if any of the representations or warranties of CBL or the
      CBL
      Shareholders contained herein shall be inaccurate in any material respect,
      which
      noncompliance or inaccuracy is not cured after 20 days written notice thereof
      is
      given to CBL. If this Agreement is terminated pursuant to this paragraph (b),
      this Agreement shall be of no further force or effect and no obligation, right
      or liability shall arise hereunder.

     

    (c) This
      Agreement may be terminated at any time prior to the Closing Date by action
      of
      the board of directors of CBL if BCI shall fail to comply in any material
      respect with any of its covenants or agreements contained in this Agreement
      or
      if any of the representations or warranties of BCI contained herein shall be
      inaccurate in any material respect, which noncompliance or inaccuracy is not
      cured after 20 days written notice thereof is given to BCI If this Agreement
      is
      terminated pursuant to this paragraph (d), this Agreement shall be of no further
      force or effect and no obligation, right or liability shall arise
      hereunder.

     

    (d) In
      the
      event of termination pursuant to paragraph (b) and (c) hereof, the breaching
      party shall bear all of the expenses incurred by the other party in connection
      with the negotiation, drafting and execution of this Agreement and the
      transactions herein contemplated.

     

    ARTICLE
      10. MISCELLANEOUS

     

    10.1 Brokers
      and Finders. 

     

    Each
      party hereto hereby represents and warrants that it is under no obligation,
      express or implied, to pay certain finders in connection with the bringing
      of
      the parties together in the negotiation, execution, or consummation of this
      Agreement. The parties each agree to indemnify the other against any claim
      by
      any third person for any commission, brokerage or finder’s fee or other payment
      with respect to this Agreement or the transactions contemplated hereby based
      on
      any alleged agreement or understanding between the indemnifying party and such
      third person, whether express or implied from the actions of the indemnifying
      party.

     

    10.2 Law,
      Forum and Jurisdiction.

     

    This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of New York, United States of America, except for applicable provisions
      of
      the Nevada General Corporation Law, which shall control to the extent
      applicable.

     

    10.3 Notices.
      

     

    Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

     

    If
      to
      BCI: P.O. Box 031-114, Shennan Zhong Road, Shenzhen City, P.R. China 518031.
      

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    If
      to
      CBL: P.O. Box 3321, Drake Chambers, Road Town, Tortola, British Virgin Islands.
      

    


    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given as of the date so delivered, mailed or
      telegraphed.

     

    10.4 Attorneys’
      Fees.

     

    In
      the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys’ fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

     

    10.5 Confidentiality.

     

    Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except: (i) to the extent such data is a matter
      of
      public knowledge or is required by law to be published; and (ii) to the extent
      that such data or information must be used or disclosed in order to consummate
      the transactions contemplated by this Agreement.

     

    10.6 Schedules;
      Knowledge.

     

    Each
      party is presumed to have full knowledge of all information set forth in the
      other party’s schedules delivered pursuant to this Agreement.

     

    10.7 Third
      Party Beneficiaries. 

     

    This
      contract is solely among the parties hereto and except as specifically provided,
      no director, officer, stockholder, employee, agent, independent contractor
      or
      any other person or entity shall be deemed to be a third party beneficiary
      of
      this Agreement.

     

    10.8 Entire
      Agreement. 

     

    This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understanding, agreements, representations or
      warranties, written or oral, except as set forth herein. This Agreement may
      not
      be amended or modified, except by a written agreement signed by all parties
      hereto.

     

    10.9 Survival;
      Termination. 

     

    The
      representations, warranties and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for 18 months.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    10.10 Counterparts.
      

     

    This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument. 

     

    10.11 Amendment
      or Waiver.

     

    Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by a by all parties
      hereto, with respect to any of the terms contained herein, and any term or
      condition of this Agreement may be waived or the time for performance hereof
      may
      be extended by the party or parties for whose benefit the provision is
      intended.

     

    10.12 Expenses.

     

    Each
      party herein shall bear all of their respective cost s and expenses incurred
      in
      connection with the negotiation of this Agreement and in the consummation of
      the
      transactions provided for herein and the preparation thereof.

     

    10.13 Headings;
      Context.

     

    The
      headings of the sections and paragraphs contained in this Agreement are for
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meaning of this Agreement.

     

    10.14 Benefit.

     

    This
      Agreement shall be binding upon and shall inure only to the benefit of the
      parties hereto, and their permitted assigns hereunder. This Agreement shall
      not
      be assigned by any party without the prior written consent of the other party.
      

     

    10.15 Public
      Announcements.

     

    Except
      as
      may be required by law, neither party shall make any public announcement or
      filing with respect to the transactions provided for herein without the prior
      consent of the other party hereto.

     

    10.16 Severability.
      

     

    In
      the
      event that any particular provision or provisions of this Agreement or the
      other
      agreements contained herein shall for any reason hereafter be determined to
      be
      unenforceable, or in violation of any law, governmental order or regulation,
      such unenforceability or violation shall not affect the remaining provisions
      of
      such agreements, which shall continue in full force and effect and be binding
      upon the respective parties hereto.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    10.17 Failure
      of Conditions; Termination.

     

    In
      the
      event of any of the conditions specified in this Agreement shall not be
      fulfilled on or before the Closing Date, either of the parties have the right
      either to proceed or, upon prompt written notice to the other, to terminate
      and
      rescind this Agreement. In such event, the party that has failed to fulfill
      the
      conditions specified in this Agreement will liable for the other parties’ legal
      fees. The election to proceed shall not affect the right of such electing party
      reasonably to require the other party to continue to use its efforts to fulfill
      the unmet conditions.

     

    10.18 No
      Strict Construction.

     

    The
      language of this Agreement shall be construed as a whole, according to its
      fair
      meaning and intendment, and not strictly for or against either party hereto,
      regardless of who drafted or was principally responsible for drafting the
      Agreement or terms or conditions hereof.

     

    10.19 Execution
      Knowing and Voluntary.

     

    In
      executing this Agreement, the parties severally acknowledge and represent that
      each: (a) has fully and carefully read and considered this Agreement; (b) has
      been or has had the opportunity to be fully apprized by its attorneys of the
      legal effect and meaning of this document and all terms and conditions hereof;
      (c) is executing this Agreement voluntarily, free from any influence, coercion
      or duress of any kind.


     

    [Signature
      page follows]

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      BCI,
      Sub and CBL, each pursuant to the approval and authority duly given, as well
      as
      the CBL Shareholders, have caused this Agreement and Plan of Merger to be
      executed as of the date first above written.

     

    
      	 	 	
              Best
                Care, Inc. 

            
	 	 	 
	 	 	
              By:

            	 

	 	 	 	
              Jing
                Jiang

              Its
                Chairman of the Board and Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	
              BCAE
                Merger Sub, Inc. 

            
	 	 	 	 
	 	 	
              By:

            	  

	 	 	 	
              Jing
                Jiang

              Its
                Chairman of the Board and Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	
              China
                Baolong Logistic Limited 

            
	 	 	 
	 	 	
              By:

            	
               
                

            
	 	 	 	
              President/
                Director: Jing-Xue Sun

            
	 	 	 	 
	 	 	 
	 	 	
              China
                Baolong Logistic Limited
                Shareholders

            
	 	 	 	 
	 	 	 	 

	 	 	 	
              Ying
                Zhang 

            
	 	 	 	 
	 	 	 	
               
                

            
	 	 	 	
              Hong-Cai
                Sun

            
	 	 	 	 
	 	 	 	
               
                

            
	 	 	 	
              Yi-Xiang
                Yu

            
	 	 	 	 
	 	 	 	
               
                

            
	 	 	 	
              Jing-Shu
                Sun

            
	 	 	 	 
	 	 	 	 

	 	 	 	
              Ruo-Gu
                Zhong

            
	 	 	 	 


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	
              Yan
                Zhang

            
	 	 	 	 
	 	 	 	  

	 	 	 	
              Xin-Hua
                Li

            
	 	 	 	 
	 	 	 	  

	 	 	 	
              Zhong-Zhi
                Yu

            
	 	 	 	 
	 	 	 	 

	 	 	 	
              
                Guo-Cai
                  Wang

              

            


    

     

    
      	 	 	 
	Quick
              Agent Investments Limited	 	 	
              Shenzhen
                Huayin Guaranty & Investment Company Limited
                

            
	 	 	 	 	 
	
              By:
                

            	 
	 	
              By:

            	
               

            
	
               Name:
                Hongli
                Li

            	 	
               

            	
              
                Name:
                  Zhiyong Xu

              

            
	
               Title:
                Sole Director

            	 	
               

            	
              
                Title:
                  Sole Director

              

            
	 	 	 	 
	 	 	 	 
	Billion
              Hero Investments Limited	 	 	
              ARJUNO
                Investments Limited 

            
	 	 	 	 	 
	
              By:
                

            	 
	 	
              By:

            	 
	
                Name:
                Lidong
                Li

            	 	
            	
              Name:
                Qi
                Huang

            
	
                Title:
                Sole Director

            	 	
            	
              Title:
                Sole Director 

            
	 	 	 	 
	 	 	 	 
	Innovation
              Gainings Investments Limited	 	 	
              Even
                Bright Investment Limited

            
	 	 	 	 	 
	
              By:
                

            	 
	 	
              By:
                

            	
               

            
	
                Name:
                Shujun
                Hao

            	 	
               

            	
              Name:
                Jinmin Hu

            
	
                Title:
                Sole Director 

            	 	
            	
              Title:
                Sole Director

            
	 	 	 	 
	 	 	 	 
	Volento
              Investments Limited	 	 	
              Nation
                City Investments Limited

            
	 	 	 	 	 
	
              By:
                

            	 
	 	
              By:
                

            	
               

            
	
                Name:
                Junhai
                Yu

            	 	
            	
              Name:
                Qun Jiang

            
	
                Title:
                Sole Director 

            	 	
            	
              Title: 
                Sole Director

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    
      	 	 	
              CBL
                SHAREHOLDERS

            	 	 	 
	
              Name
                of CBL Shareholder

            	 	
              CBL
                Common Stock

              Ownership
                %

            	 	
              Shares
                of CBL

            	 	
              Shares
                of BCI Common Stock

            	 
	
              Jing-Xue
                Sun

            	 	 	
              24.0

            	
              %

            	 	
              12,000

            	 	 	
              21,406,186

            	 
	
              Ying
                Zhang

            	 	 	
              16.0

            	
              %

            	 	
              8,000

            	 	 	
              14,270,791

            	 
	
              Hong-Cai Sun

            	 	 	
              9.0

            	
              %

            	 	
              4,500

            	 	 	
              8,027,320

            	 
	
              Yi-Xiang
                Yu

            	 	 	
              6.0

            	
              %

            	 	
              3,000

            	 	 	
              5,351,546

            	 
	
              Jing-Shu
                Sun

            	 	 	
              5.0

            	
              %

            	 	
              2,500

            	 	 	
              4,459,622

            	 
	
              Ruo-Gu
                Zhong

            	 	 	
              0.75

            	
              %

            	 	
              375

            	 	 	
              668,943

            	 
	
              Yan
                Zhang

            	 	 	
              0.75

            	
              %

            	 	
              375

            	 	 	
              668,943

            	 
	
              Xin-Hua
                Li

            	 	 	
              0.75

            	
              %

            	 	
              375

            	 	 	
              668,943

            	 
	
              Zhong-Zhi
                Yu

            	 	 	
              0.75

            	
              %

            	 	
              375

            	 	 	
              668,943

            	 
	
              Guo-Cai
                Wang

            	 	 	
              0.2

            	
              %

            	 	
              100

            	 	 	
              178,385

            	 
	
              Shenzhen
                Huayin Guaranty & Investment Company Limited

            	 	 	
              6.3

            	
              %

            	 	
              3,150

            	 	 	
              5,619,124

            	 
	
              Billion
                Hero Investments Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              ARJUNO
                Investments Limited 

            	 	 	
              4.36

            	
              %

            	 	
              2,182

            	 	 	
              3,892,358

            	 
	
              Innovation
                Gainings Investments Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              Even
                Bright Investment Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              Volento
                Investments Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              Nation
                City Investments Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              Quick
                Agent Investments Limited

            	 	 	
              4.36

            	
              %

            	 	
              2,178

            	 	 	
              3,885,223

            	 
	
              Total

            	 	 	
              100

            	
              %

            	 	
              50,000

            	 	 	
              89,192,441

            	 


    

    


    
      
        
        

      

      
        23