Unassociated Document


    STOCK
      PLEDGE AGREEMENT

     

    STOCK
      PLEDGE AGREEMENT
      (this
“Agreement”),
      dated
      August 2, 2007 by and between Kang Yi Hua (“Pledgor”);
      the
      Lenders identified on Schedule A hereto (collectively, “Pledgee”);
      and
      the Collateral Agent;

     

    WITNESSETH:

     

    WHEREAS,
      the
      Pledgee will lend up to $2,000,000 to Ever-Glory International Group, Inc.,
      a
      Florida corporation (“Borrower”),
      with
      such loan to be evidenced by one or more promissory notes (“Note”);
      and

     

    WHEREAS,
      Pledgor
      is the President, Chief Executive Officer and Chairman of Borrower, and it
      is to
      his benefit and advantage that the loans be made and the Notes be issued;
      and

     

    WHEREAS,
      in
      order
      to induce Pledgee to make the loan and accept the Note, the Pledgor has agreed
      to secure all of the Borrower’s obligations under the Notes with the grant to
      the Collateral Agent of a first priority security interest in 3,897 shares
      of
      Series A Preferred Stock (convertible into 30,000,000 shares of common stock)
      of
      the Borrower which is owned of record and beneficially controlled by the
      Pledgor.

     

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

     

    1.  Definitions.

     

    The
      following terms shall have the following meanings wherever used in this
      Agreement: 

     

     “Collateral
      Agent”
shall
      mean the person appointed pursuant to the Collateral Agent
      Agreement.

     

    “Collateral
      Agent Agreement”
shall
      mean the agreement dated at or about the date of this Agreement, entered into
      by
      the parties hereto, Borrower and the Collateral Agent pursuant to which the
      Collateral Agent was appointed to act on behalf of the Pledgees.

     

    “Event
      of Default”
shall
      have the meaning given thereto in the Notes.

     

    “Obligations”
shall
      mean all principal and interest and other payments which may be due and payable
      under the Notes, whether upon stated maturity, by acceleration, or otherwise,
      outstanding at any time and under this Agreement, and any other payment
      obligation of the Borrower to the Pledgee pursuant to the “Transaction
      Documents” as defined in the “Subscription Agreement” pursuant to which the
      Notes are being issued.

     

    “Pledged
      Stock”
shall
      mean in the aggregate, 3,897 shares of Series A Preferred Stock of the
      Borrower.

     

    “Satisfaction
      Date”
shall
      mean that date on which all of the Obligations have been paid or otherwise
      satisfied in full.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.  Pledge
      of the Pledged Stock/Additional Deposits.

     

    (a)  As
      security for the due and timely payment and performance of all of the
      Obligations, the Pledgor pledges to the Pledgees, and grants to the Pledgees
      a
      first priority lien and security interest in, all of the Pledged Stock (as
      same
      are constituted from time to time), together with all cash dividends, stock
      dividends, interest, profits, premiums, redemptions, warrants, subscription
      rights, options, substitutions, exchanges and other distributions now or
      hereafter made on the Pledged Stock and all cash and non-cash proceeds thereof,
      until the Satisfaction Date. The Pledged Stock and all property at any time
      pledged to the Pledgee hereunder or in which the Pledgee is granted a security
      interest (whether described herein or not) and all income therefrom and proceeds
      thereof are herein included in the definition of Pledged Stock.

     

    (b)  In
      furtherance of the pledge hereunder, the Pledgor is, concurrently herewith,
      delivering to the Collateral Agent, the certificates representing all of the
      Pledged Stock, each of which now remains in the name of the Pledgor and
      accompanied by appropriate undated stock powers duly endorsed in blank by the
      Pledgor bearing “medallion” signature guarantees.

     

    (c) If,
      while
      this Agreement is in effect, the Pledgor becomes entitled to receive or receives
      any stock certificate (including, without limitation, any certificate
      representing a stock dividend or a distribution in connection with any
      reclassification, increase or reduction of capital or issued in connection
      with
      any reorganization), option or rights whether as an addition to, in substitution
      of, or in exchange for, any Pledged Stock or otherwise, the Pledgor agrees
      to
      accept the same as agent for the Collateral Agent, to hold the same in trust
      on
      behalf of and for the benefit of the Pledgee, and to deliver the same forthwith
      to the Collateral Agent in the exact form received, with the endorsement of
      the
      Pledgor when necessary and/or appropriate undated “medallion” stock or other
      powers duly executed in blank, to be held by the Collateral Agent, subject
      to
      the terms hereof, as additional collateral security for the Obligations. Any
      sums paid on or in respect of the Pledged Stock on the liquidation or
      dissolution of the Borrower shall be paid over to the Collateral Agent, to
      be
      held by the Collateral Agent, subject to the terms and conditions hereof, as
      additional collateral security for the Obligations.

    


    3.  Retention
      of the Pledged Stock.

     

    (a)  Except
      as
      otherwise provided herein, the Collateral Agent shall have no obligation with
      respect to the Pledged Stock, except to use reasonable care in the custody
      and
      preservation thereof, to the extent required by law.

     

    (b)  The
      Collateral Agent shall hold the Pledged Stock in the form in which same are
      delivered herewith, unless and until there shall occur an Event of
      Default.

     

    4.  Rights
      of the Pledgor.
      Throughout the term of this Agreement, so long as no Event of Default is uncured
      and continuing, the Pledgor shall have the right to vote the Pledged Stock
      in
      all matters presented to the stockholders of the Borrower for vote thereon,
      except in a manner inconsistent with the terms of this Agreement or detrimental
      to the interests of the Pledgee. 

     

    5.  Event
      of Default; Power of Attorney.

     

    (a)  Upon
      the
      occurrence and during the continuance of any Event of Default beyond the
      applicable cure period, the Collateral Agent shall have the right to: (i)
      exercise all voting and corporate rights of, and all rights of conversion,
      exchange, subscription or any other rights, privileges or options pertaining
      to,
      any Pledged Stock as if the Pledgee were the absolute owner thereof, including
      (without limitation) the right to exchange, at its discretion, any and all
      of
      the Pledged Stock upon the merger, consolidation, reorganization,
      recapitalization or other readjustment of the Pledgor or upon the exercise
      by
      the Pledgor or the Collateral Agent of any right, privilege or option pertaining
      to any of the Pledged Stock and, in connection therewith, to deposit and deliver
      any and all of the Pledged Stock with any committee, depository, transfer agent,
      registrar or other designated agency on such terms and conditions as the Pledgee
      may determine, all without liability except to account for property actually
      received by it; (ii) apply any funds or other property received in respect
      of
      the Pledged Stock to the Obligations, and receive in its own name any and all
      further distributions which may be paid in respect of the Pledged Stock, all
      of
      which shall, upon receipt by the Collateral Agent, be applied to the
      Obligations; (iii) transfer all or any portion of the Pledged Stock (as
      determined by the Pledgee in its discretion) on the books of the Borrower to
      and
      in the name of the Collateral Agent or such other person or persons as the
      Collateral Agent may designate; (iv) effect any sale, transfer or disposition
      of
      all or any portion of the Pledged Stock and in furtherance thereof, take
      possession of and endorse any and all checks, drafts, bills of exchange, money
      orders or other documents and instruments received on account of the Pledged
      Stock; (v) collect, sue for and give acquittance for any money due on account
      of
      any of the foregoing; and (vi) take any and all other action contemplated by
      this Agreement, or as otherwise permitted by law, or as the Pledgee may
      reasonably deem necessary or appropriate, in order to accomplish the purposes
      of
      this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  In
      furtherance of the foregoing powers of the Collateral Agent, the Pledgor hereby
      authorizes and appoints the Collateral Agent, with full powers of substitution,
      as the true and lawful attorney-in-fact of the Pledgor, in his name, place
      and
      stead, to take any and all such action as the Collateral Agent, in its sole
      discretion, may deem necessary or appropriate in furtherance of the exercise
      of
      the aforesaid powers specifically set forth in this Agreement. Such power of
      attorney shall be coupled with an interest, and shall be irrevocable until
      the
      Satisfaction Date. Without limitation of the foregoing, such power of attorney
      shall not in any manner be affected or impaired by reason of any act of the
      Pledgor or by operation of law. Nothing herein contained, however, shall be
      deemed to require or impose any duty upon the Collateral Agent to exercise
      any
      of the rights or powers granted herein.

     

    (c)  The
      foregoing rights and powers granted to the Collateral Agent, and the foregoing
      power of attorney, shall be fully binding upon any person who may acquire any
      beneficial interest in any of the Pledged Stock or any other property held
      or
      received by the Collateral Agent hereunder.

     

    6.  Foreclosure;
      Sale of Pledged Stock.

     

    (a) Without
      limitation of paragraph 5 above, in the event that the Collateral Agent shall
      make any sale or other disposition of any or all of the Pledged Stock pursuant
      to the terms of this Agreement, the Collateral Agent may also:

     

    (i) offer
      and
      sell all or any portion of the Pledged Stock publicly through a registered
      broker-dealer, or by means of a private placement restricting the offer or
      sale
      to a limited number of prospective purchasers who meet such suitability
      standards as the Collateral Agent and its counsel may deem appropriate, and
      who
      may be required to represent that they are purchasing Pledged Stock for
      investment and not with a view to distribution;

     

    (ii) sell
      any
      or all of the Pledged Stock upon credit or for future delivery, without being
      in
      any way liable for failure of the purchaser to pay for the subject Pledged
      Stock; and

     

    (iii) 
      receive
      and collect the net proceeds of any sale or other disposition of any Pledged
      Stock, and apply same in such order and to such of the Obligations (including
      the customary costs and expenses of the sale or disposition of the Pledged
      Stock) as the Collateral Agent may, in its absolute discretion, deem
      appropriate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Upon
      any
      sale of any of the Pledged Stock in accordance with this Agreement, the
      Collateral Agent shall have the right to assign, transfer and deliver the
      subject Pledged Stock to the purchaser(s) thereof, and each such purchaser
      shall
      be entitled to hold such Pledged Stock absolutely free from any right or claim
      of the Pledgor and/or any other person claiming any beneficial interest in
      the
      Pledged Stock, including any equity of redemption (which right and all other
      such rights are hereby waived by the Pledgor to the fullest extent permitted
      by
      law).

     

    (c) Following
      the occurrence and during the existence of an Event of Default that has
      continued beyond that applicable cure period, Pledgor and Borrower will
      cooperate and provide such certificate, resolutions, representations, legal
      opinions and all other matters necessary to facilitate a transfer or sale of
      any
      part of the Pledged Stock pursuant to Rule 144. Pledgor and Borrower are unaware
      of any impediment to the resale of the Pledged Stock in reliance on Rule 144
      by
      the Pledgee upon an Event of Default. Pledgor and Borrower will not take any
      action that would impede or limit the Collateral Agent’s ability to sell all the
      Pledged Stock upon an Event of Default, pursuant to Rule 144. For so long as
      any
      Pledged Stock is subject to this Agreement, the Pledgor will not sell any
      security of Borrower which sale would or could be aggregated with sales by
      the
      Collateral Agent or Pledgee pursuant to Rule 144. Borrower shall issue
      instructions to its transfer agent to comply with the foregoing sentence.
      Borrower will not permit the transfer of any security of Borrower if such
      transfer would or could aggregate for purposes of Rule 144 with sales of the
      Pledged Stock by the Pledgor or any sales of the Pledged Stock. Pledgor
      represents and warrants that he has not sold any security of Borrower during
      the
      ninety (90) days prior to the date of this Agreement. Borrower acknowledges
      that
      upon transfer of the Pledged Stock to the Collateral Agent or other transferee,
      the Collateral Agent’s holding period under subsections (d) and (k) of Rule 144
      may be “tacked” with the Pledgor’s holding period. Pledgor and Borrower further
      represent that the Notes were issued in a bona fide
      loan
      transaction. Schedule A hereto sets forth the holding periods of the components
      of the Pledged Stock as calculated pursuant to Rule 144.

     

    (d) Nothing
      herein contained shall be deemed to require the Collateral Agent to effect
      any
      sale or disposition of any Pledged Stock at any time, or to consummate any
      proposed public or private sale at the time and place at which same was
      initially called. It is the intention of the parties hereto that the Collateral
      Agent shall, subject to any further conditions imposed by this Agreement, at
      all
      times following the occurrence of an Event of Default, have the right to use
      or
      deal with the Pledged Stock as if the Collateral Agent were the outright owner
      thereof, and to exercise any and all rights and remedies, as a secured party
      in
      possession of collateral or otherwise, under any and all provisions of
      law.

    


    (e) The
      Collateral Agent may take action and exercise rights in connection with any
      portion of the Pledged Stock regardless of the existence of any other security
      for the Obligations.

    


    7.  Covenants,
      Representations and Warranties.

     

    In
      connection with the transactions contemplated by this Agreement, and knowing
      that the Pledgee and Collateral Agent are and shall be relying hereon, the
      Pledgor hereby covenants, represents and warrants that:

     

    (a) the
      Pledged Stock has been and will be duly and validly issued, is and will be
      fully
      paid and non-assessable, and is and will be owned by the Pledgor free and clear
      of any and all restrictions, pledges, liens, encumbrances or other security
      interests of any kind, save and except for the pledge to the Collateral Agent
      pursuant to this Agreement; 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) there
      are
      and will be no options, warrants or other rights in respect of the sale,
      transfer or other disposition of any of the Pledged Stock by the Pledgor, and
      the Pledgor has the absolute right to pledge the Pledged Stock hereunder without
      the necessity of any consent of any Person; 

    


    (c) neither
      the execution or delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, nor the compliance with or performance of
      this
      Agreement by the Pledgor, conflicts with or will result in the breach or
      violation of or a default under the terms, conditions or provisions of (i)
      any
      mortgage, security agreement, indenture, evidence of indebtedness, loan or
      financing agreement, or other agreement or instrument to which the Pledgor
      is a
      party or by which the Pledgor is bound, or (ii) any provision of law, any order
      of any court or administrative agency, or any rule or regulation applicable
      to
      the Pledgor;

     

    (d) this
      Agreement has been duly executed and delivered by the Pledgor, and constitutes
      the legal, valid and binding obligation of the Pledgor, enforceable against
      the
      Pledgor in accordance with its terms;

     

    (e) there
      are
      no actions, suits or proceedings pending or threatened against or affecting
      the
      Pledgor that involve or relate to the Pledged Stock; and

     

    (f) upon
      execution and performance of this Agreement by Pledgor, the Pledgee shall have
      the senior security interest in the Pledged Stock.

    


    8. UCC
      Filings.
      Pledgor
      hereby grants to Collateral Agent the right and authority to file UCC Financing
      Statements in Florida and any other jurisdiction in the sole discretion of
      Pledgee to memorialize the security interest herein granted.

    


    9. Return
      of the Pledged Stock.
      

    


    (a) So
      long
      as an Event of Default has not occured, at such time as (i) all amounts payable
      on the Notes and pursuant to the Transaction Documents have been reduced to
      $1,000,000 or less; and (ii) the average daily closing price of the Pledged
      Stock as reported by Bloomberg LP for the principal market, for the 30 trading
      days prior to the Request Date is higher than $0.29, then the Pledgor may
      request of the Collateral Agent and the Pledgee that the Collateral Agent return
      to Pledgor and irrevocably release from collateral, 1,948 shares of Series
      A
      Preferred Stock (or the proportionate shares resulting from the conversion
      thereof). The day on which the Pledgor makes such request is the Request
      Date.
      Upon
      confirmation by the Pledgee to the Collateral Agent that the above two
      conditions have been met, Collateral Agent will then return the collateral
      to be
      released pursuant to this Section 9(a) to the Pledgor.

     

    (b)
       To
      the
      extent that the Collateral Agent shall not previously have taken, acquired,
      sold, transferred, disposed of or otherwise realized value on the Pledged Stock
      in accordance with this Agreement, on the date on which the Obligations have
      been indefeasibly discharged (by payment in cash or conversion of Notes to
      common stock, as applicable) (the “Satisfaction Date”), any remaining security
      interest in the Pledged Stock shall automatically terminate, cease to exist
      and
      be released, and the Collateral Agent shall forthwith return any remaining
      Pledged Stock and irrevocably release such shares from collateral. 

    


    10. Expenses
      of the Pledgee.
      All
      expenses incurred by the Collateral Agent (including but not limited to
      reasonable attorneys’ fees) in connection with any actual or attempted sale or
      other disposition of Pledged Stock hereunder shall be reimbursed to the
      Collateral Agent by the Pledgor and Borrower (jointly and severally) on demand,
      or, at the Pledgee’s option, such expenses may be added to the Obligations and
      shall be payable on demand.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    11. Further
      Assurances.
      From
      time to time hereafter, each party shall take any and all such further action,
      and shall execute and deliver any and all such further documents and/or
      instruments, as any other party may request in order to accomplish the purposes
      of and fulfill the parties’ obligations under this Agreement, in order to enable
      the Collateral Agent to exercise any of its rights hereunder, and/or in order
      to
      secure more fully the Collateral Agent’s interest in the Pledged
      Stock.

    


    12.
       Termination.
      This
      Agreement shall terminate on the Satisfaction Date, except that the parties’
obligations under Section 9 shall survive until performed. 

    


    13. Miscellaneous.

    


    (a) All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: 

     

    
      	To Pledgor:	
            	Mr. Kang Yi Hua
              c/o
                Ever-Glory International Group, Inc., 

              100
                N. Barranca Ave # 810 

              West
                Covina, CA 91791, 

              Attn:
                Edward Kang 

              Fax:
                (626)839-9118

            


    

    
       

      
        	With a copy by fax to:	
              	
                Edgar
                  D. Park, Esq. 
                  Richardson
                    & Patel LLP

                  10900
                    Wilshire Boulevard, Suite 500

                  Los
                    Angeles, CA 90024

                  Fax:
                    (310) 208-1154

                

              


      

      
         

        
          	To Pledgees:	
                	
                  To
                    the addresses and fax numbers set forth 
                    on
                      Schedule A 

                  

                


        

        
           

          
            	To the Collateral
                    Agent:	
                  	Eliezer Drew 
                    551
                      Fifth Avenue, Suite 1601

                    New
                      York, NY 10176

                    Fax
                      (212) 697-3575

                  


          

          
             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            
              	With a copy by
                      fax to:	
                    	Grushko & Mittman, P.C. 
                      551
                        Fifth Avenue, Suite 1601

                      New
                        York, New York 10176

                      Fax:
                        (212) 697-3575

                    


            

             

          

        

      

    

    (b) If
      any
      notice to Pledgor of the sale or other disposition of Pledged Stock is required
      by then applicable law, five (5) business days prior written notice (which
      Pledgor agrees is reasonable notice within the meaning of Section 9-504(3)
      of
      the Uniform Commercial Code) to Pledgor of the time and place of any sale of
      Pledged Stock which Pledgor agrees may be by private sale. The rights granted
      in
      this Section are in addition to any and all rights available to Pledgee under
      the Uniform Commercial Code.

    


    (c) The
      laws
      of the State of New York including but not limited to Article 9 of the Uniform
      Commercial Code as in effect from time to time, shall govern the construction
      and enforcement of this Agreement and the rights and remedies of the parties
      hereto. The parties hereby consent to the exclusive jurisdiction of all courts
      sitting in the State and County of New York, in connection with any action
      or
      proceeding under or relating to this Agreement, and waive trial by jury in
      any
      such action or proceeding.

     

    (d) This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, administrators, personal
      representatives, successors and permitted assigns. The Pledgor shall not,
      however, assign any of its or his rights or obligations hereunder without the
      prior written consent of the Pledgee, and the Pledgee and Collateral Agent
      shall
      not assign its rights hereunder without simultaneously assigning thier
      obligations hereunder to the subject assignee. Except as otherwise referred
      to
      herein, this Agreement, and the documents executed and delivered pursuant
      hereto, constitute the entire agreement between the parties relating to the
      specific subject matter hereof.

     

    (e) Neither
      any course of dealing between the Pledgor and the Collateral Agent and/or
      Pledgee nor any failure to exercise, or any delay in exercising, on the part
      of
      the Collateral Agent and/or Pledgee, any right, power or privilege hereunder
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any right, power or privilege operate as a waiver of any other exercise of
      such
      right, power or privilege or any other right, power or privilege.

     

    (f) The
      Collateral Agent and Pledgee’s rights and remedies, whether hereunder or
      pursuant to any other agreements or by law or in equity, shall be cumulative
      and
      may be exercised singly or concurrently.

     

    (g) No
      change, amendment, modification, waiver, assignment of rights or obligations,
      cancellation or discharge hereof, or of any part hereof, shall be valid unless
      the Pledgee shall have consented thereto in writing.

     

    (h) The
      captions and paragraph headings in this Agreement are for convenience of
      reference only, and shall not in any way define, limit or describe the
      construction, terms or provisions of this Agreement.

     

    (i) If
      any
      provision of this Agreement is held invalid or unenforceable, either in its
      entirety or by virtue of its scope or application to given circumstances, such
      provision shall thereupon be deemed modified only to the extent necessary to
      render same valid, or not applicable to given circumstances, or excised from
      this Agreement, as the situation may require, and this Agreement shall be
      construed and enforced as if such provision had been included herein as so
      modified in scope or application, or had not been included herein, as the case
      may be.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (j) All
      of
      the rights granted to the Pledge hereunder will be exercised by the Collateral
      Agent on behalf of Pledgee, pursuant to the Collateral Agent
      Agreement.

     

    (k) This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

     

    [Remainder
      of Page Left Blank Intentionally]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Stock Pledge Agreement on and as of the date
      first set forth above.

     

    PLEDGOR:

    


    


    ______________________________________

    Yi
      Hua
      Kang

    


     

    PLEDGEE:

     

    
      	
              CHESTNUT RIDGE PARTNERS L.P.

               

              
                ____________________________

                By:

                Its:

              

            	 	
              ALPHA CAPITAL ANSTALT

               

              
                ____________________________

                By:  

                Its:

              

            


    

    
       

      
        	
                WHALEHAVEN CAPITAL FUND LIMITED

                
                  ____________________________

                  By:

                  Its:

                

              	 	
                RONALD C. PASTERNAK

                 

                
                  ____________________________

                  By:  

                  Its:

                

              


      

      
         

        
          	
                  JONATHAN BLAUSTEIN

                   

                  
                    ____________________________

                    By:

                    Its:

                  

                	 	
                  ELLIE KATZ

                   

                  
                    ____________________________

                    By:  

                    Its:

                  

                


        

        
          
             

            
              	
                      COLLATERAL AGENT:

                       

                      
                        ____________________________

                      

                    	 	
                       

                    


            

          

        

      

    

    


    


    ACKNOWLEDGEMENT:

    


    Ever-Glory
      International Group, Inc. acknowledge
      and agrees to be bound by the terms of Section 5(d) of this Stock Pledge
      Agreement and will not take or allow any action contrary to the terms of this
      Stock Pledge Agreement that would impair the value of the Pledged Stock or
      Pledgees’ interests therein.

     

    
      	 	 	 
	 	
              EVER-GLORY
                INTERNATIONAL GROUP, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Guo
              Yan
	 	Chief
              Financial Officer


    

    
       

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    


    
      	
              Lender

            	 	
              Note
                Principle

            	 	
              Warrants

            	 
	
              Chestnut
                Ridge Partners L.P.

              50
                Tice Blvd.

              Woodcliff
                Lake , N. J. 07677

              Attn:
                Kenneth Holz CFO

              Fax:
                (201) 802-9450

            	 	
              $

            	
              1,300,000

            	 	 	
              5,909,091

            	 
	
              Alpha
                Capital Anstalt

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	 	
              $

            	
              250,000

            	 	 	
              1,136,364

            	 
	
              Whalehaven
                Capital Fund Limited

              c/o
                FWS Capital Ltd.

              3rd
                Floor, 14 Par-Laville Road

              Hamilton,
                Bermuda HM08

              Fax:
                (441) 295-5262 

            	 	
              $

            	
              250,000

            	 	 	
              1,136,364

            	 
	
              Ronald
                C. Pasternak

              325
                Howard Ave.

              Fairlawn
                , New Jersey 07410 

              Fax:
                (201) 791-3848

            	 	
              $

            	
              100,000

            	 	 	
              454,545

            	 
	
              Jonathan
                Blaustein 

              544
                Asbury Street

              New
                Milford , NJ 07646

              Fax:
                (928) 438-4763

            	 	
              $

            	
              50,000

            	 	 	
              227,273

            	 
	
              Ellie
                Katz

              191
                Walnut St

              Englewood,
                NJ 07631

              Fax:
                (201)568-6234

            	 	
              $

            	
              50,000

            	 	 	
              227,273

            	 


    

    


    
      
        
        

      

      
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