WAIVER
      AND CONSENT

    


    This
      Waiver and Consent (the “Waiver”)
      is
      made as of October 26, 2007, by and among Fushi International Inc., a Nevada
      corporation (the “Company”),
      Fushi
      Holdings, Inc. (“FHI”),
      Fushi International (Dalian) Bimetallic Cable Co., Ltd., (“WFOE”),
      and Dalian Fushi Bimetallic Manufacturing Co., Ltd. (“Dalian
      Fushi”,
      and together with the Company, FHI, the WFOE and any other subsidiary (the
      “Group
      Companies”),
      Mr. Fu
      Li (the “Controlling
      Shareholder”)
      (c)
      Mr. Fu Li, Mr. Mathus Yang Yue, and Mr. Chris Wang Wenbing, (together with
      Mr.
      Fu Li and Mr. Mathus Yang Yue, the “Senior
      Management”)
      and Citadel
      Equity Fund, Ltd (the “Purchaser”).

     

    RECITALS
      

     

    WHEREAS,
      on January 19, 2007, the Company, the Group Companies, the Controlling
      Shareholder, and the Purchaser entered into a Note Purchase Agreement (the
      “Note
      Purchase Agreement”),
      pursuant to which, among other things, the Company issued to the Purchaser
      (x)
      the Company’s Guaranteed Senior Secured Floating Rate Notes due 2012 in the
      aggregate principal amount of $40,000,000 (the “HY
      Notes”)
      and (y) the Company’s 3% Senior Secured Convertible Notes due 2012 in the
      aggregate principal amount of $20,000,000 (the “Convertible
      Notes”,
      and together with the HY Notes, the “Notes”)
      convertible into shares of common stock of the Company, par value $.006 per
      share (the “Common
      Stock”),
      at an initial conversion price of $7 per share;
      

    


    WHEREAS,
      in connection Note Purchase Agreement, the Company, the Group Companies, the
      Controlling Shareholder, Senior Management and the Purchaser entered into a
      Investor Rights Agreement as of January 19, 2007 (the “Investor
      Rights Agreement”),
      

    


    WHEREAS,
      pursuant to Section 3 of the Investor Rights Agreement if the
      Company proposes to issue or sell any securities to a purchaser that is not
      an
      affiliate of the Company, the Company is required to (not less than fifteen
      (15)
      business days prior to the consummation of such issuance or sale) offer such
      securities to Citadel by sending written notice (an “Issuance
      Notice”)
      to Citadel, which states (a)
      the identity of the Proposed Third Party Purchaser, (b) a description of the
      securities to be issued or sold, including detailed terms of such securities,
      (c) the amount of the securities proposed to be issued to the Proposed Third
      Party Purchaser (the “Offered
      New Securities”);
      (d) the proposed purchase price for the Offered Securities (the “Issuance
      Price”);
      and (e) the terms and conditions of such proposed sale.
      The Issuance Notice is also required to certify that the Company has received
      a
      firm offer from the Proposed Third Party Purchaser and in good faith believes
      a
      binding agreement for the Offered New Securities is obtainable on the terms
      set
      forth in the Issuance Notice. 

    


    WHEREAS,
      the
      Company desires to enter into a Securities Purchase Agreement with a number
      of
      investors (the “Investors”)
      pursuant to which the Company will issue up to an aggregate of
      2,786,000 million
      shares of its common stock to the Investors for an aggregate purchase price
      of
      up to $39,004,000.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    WHEREAS,
      in connection with the Securities Purchase Agreement the Company proposes to
      enter into a Registration Rights Agreement (a copy of which is attached hereto)
      pursuant to which the Company is agreeing to register the shares of common
      stock
      being purchased by the Investors. 

    


    WHEREAS,
      the Purchaser is willing to waive its right of first refusal set forth in
      Section 3 of the Securities Purchase Agreement on condition that the Company
      grant the Purchaser the same registration rights afforded to the Investors
      in
      the Registration Rights Agreement and execute and deliver to the Purchaser
      the
      Registration Rights Agreement. 

     

    NOW,
      THEREFORE, in consideration of the mutual terms, conditions and other agreements
      set forth herein, the parties hereto hereby agree as follows:

     

    Section
      1. Waiver and Consent. Simultaneously
      with the execution and delivery by the Company to the holders of the Convertible
      Notes of the Registration Rights Agreement, Purchaser hereby waives (the
“Waiver”)
      the
      application of and Purchaser’s rights under Section 3 of the Investors’ Rights
      Agreement solely with respect to the issuance of the common stock to the
      Investors contemplated by the Securities Purchase Agreement. For the avoidance
      of doubt, the execution and delivery of the Registration Rights Agreement shall
      be a condition precedent to the Waiver.

    


    Section
      2. Effect on Transaction Documents.
      Except
      as expressly set forth above, all of the terms and conditions of the Investor
      Rights Agreement and any agreements, documents and instruments signed by the
      Company and any Purchaser in connection therewith shall continue in full force
      and effect after the execution of this Waiver and shall not be in any way
      changed, modified or superseded by the terms set forth herein. 

    


    Section
      3. Miscellaneous.
      

     

     

    
      	 	
              a.

            	
              Amendments
                and Waivers.
                The provisions of this Waiver, including the provisions of this sentence,
                may not be amended, modified or supplemented, and waivers or consents
                to
                departures from the provisions hereof may not be given, unless the
                same
                shall be in writing and signed by the Company and the Purchaser.
                

            


    

     

    
      	 	
              b.

            	
              Notices.
                Any and all notices or other communications or deliveries required
                or
                permitted to be provided hereunder shall be delivered as set forth
                in the
                Investor Rights Agreement. 

            


    

     

    
      	 	
              c.

            	
              Successors
                and Assigns.
                This Waiver shall inure to the benefit of and be binding upon the
                successors and permitted assigns of each of the parties.
                

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    
      	 	
              d.

            	
              Execution
                and Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which when so executed shall be deemed to be an original and, all
                of which
                taken together shall constitute one and the same Agreement and shall
                become effective when counterparts have been signed by each party
                and
                delivered to the other parties hereto, it being understood that all
                parties need not sign the same counterpart. In the event that any
                signature is delivered by facsimile transmission, such signature
                shall
                create a valid binding obligation of the party executing (or on whose
                behalf such signature is executed) the same with the same force and
                effect
                as if such facsimile signature were the original
                thereof.

            


    

     

    
      	 	
              e.

            	
              Governing
                Law.
                All questions concerning the construction, validity, enforcement
                and
                interpretation of this Agreement shall be determined in accordance
                with
                the provisions of the Investor Rights
                Agreement.

            


    

     

    
      	 	
              f.

            	
              Severability.
                If any term, provision, covenant or restriction of this Agreement
                is held
                by a court of competent jurisdiction to be invalid, illegal, void
                or
                unenforceable, the remainder of the terms, provisions, covenants
                and
                restrictions set forth herein shall remain in full force and effect
                and
                shall in no way be affected, impaired or invalidated, and the parties
                hereto shall use their commercially reasonable efforts to find and
                employ
                an alternative means to achieve the same or substantially the same
                result
                as that contemplated by such term, provision, covenant or restriction.
                It
                is hereby stipulated and declared to be the intention of the parties
                that
                they would have executed the remaining terms, provisions, covenants
                and
                restrictions without including any of such that may be hereafter
                declared
                invalid, illegal, void or
                unenforceable.

            


    

     

    
      	 	
              g.

            	
              Headings.
                The headings in this Agreement are for convenience only, do not constitute
                a part of the Agreement and shall not be deemed to limit or affect
                any of
                the provisions hereof.

            


    

    


    [SIGNATURE
      PAGE FOLLOWS]

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Wavier and Consent as of the
      day and year written above.

    
       

      
        	 	GROUP
                COMPANIES:
	 	 	 
	 	Fushi International,
                Inc.
	 
 	 
 	 
 
	 	By:  	
                /s/
                  Li
                  Fu

              
	 	
                
Name:
Li
                Fu
	 	Title: CEO


      

       

      
        
          	 	 	 
	 	Fushi Holdings,
                  Inc.
	 
 	 
 	 
 
	 	By:  	
                  /s/
                    Li Fu

                
	
                   

                	
                  
Name:
Li
                  Fu
	 	Title: CEO


        

         

        
          
            	 	 	 
	 	
                    Fushi International (Dalian) Bimetallic
                      

                    Cable Co., Ltd.

                  
	 
 	 
 	 
 
	 	By:  	
                    /s/
                      Li Fu

                  
	
                     

                  	
                    
Name: Li
                    Fu
	 	Title: CEO


          

           

          
            
              	 	 	 
	 	
                      Dalian Fushi Bimetallic Manufacturing
                        

                      Co., Ltd.

                    
	 
 	 
 	 

	 	By:  	
                      /s/
                        Li Fu

                    
	 	
                      
Name:
                      Li Fu
	 	Title:
                      CEO


            

          

        

      

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	CONTROLLING SHAREHOLDER:
	 
 	 
 	 
 
	 	By:  	/s/
              Fu
              Li
	 	
              

            
	 	Mr. Fu Li, as Controlling Shareholder
              


    

    
       

      
        	 	 	 
	 	SENIOR MANAGEMENT:
	 
 	 
 	 
 
	 	By:  	/s/ Fu Li
	 	
                
                  

                

                 

              
	 	
                Mr. Fu Li, as a member of the Senior 

                Management


              


      

      
         

        
          	 	 	 
	 	By:  	
                  /s/
                    Mathus
                    Yang Yue

                
	 	
                  
                    

                  

                  Mr.
                    Mathus Yang Yue 

                
	 	 


        

         

      

    

    
      
        
          	 	 	 
	 	By:  	/s/
                  Chris
                  Wang
	 	
                  
                    

                  

                  Mr.
                    Chris Wang Wenbing 

                
	 	 


        

        

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          



      

    

    Accepted
      and Agreed to:

     

    CITADEL
      EQUITY FUND LTD.

    


    By:
      Citadel Limited Partnership, its Portfolio Manager

    


    By:
      Citadel Investment Group, L.L.C., its General Partner

     

    
      	 	 	 	 
	By: /s/
              Andrew
              Fong	 	 	 
	
              
                

              

              Name:
                ANDREW FONG

            	 	 	
            
	
              Title:
                Authorized Signatory

            	 	 	 


    

     

    
      
        
        

      

      
        6