Unassociated Document


    LOCKUP
      AGREEMENT

    


    This
      AGREEMENT (the “Agreement”) is made as of the 2nd day of August, 2007, by Yi Hua
      Kang (“Holder”), in connection with his ownership of shares of Ever-Glory
      International Group, Inc.,
      a
      Florida
      corporation (the “Company”).

    


    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      which consideration are hereby acknowledged, Holder agrees as
      follows:

    


    1. Background.

    


    a.
       Holder
      is
      the beneficial owner of the amount of shares of the Common Stock, $.0001 par
      value, of the Company (“Common Stock”) designated on the signature page
      hereto.

    


    b. Holder
      acknowledges that the Company has entered into or will enter into at or about
      the date hereof agreements with subscribers to the Company’s Notes, some of
      which are convertible into Common Stock (“Notes”) and Warrants (the
“Subscribers”). Holder understands that, as a condition to proceeding with the
      Offering, the Subscribers have required, and the Company has agreed to obtain
      on
      behalf of the Subscribers an agreement from the Holder to refrain from selling
      any securities of the Company from the date of the Subscription Agreement until
      one year after the Closing Date (as defined in the Subscription Agreement)
      (the
“Restriction Period”). 

    


    2. Share
      Restriction. 

    


    a. Holder
      hereby agrees that during the Restriction Period, the Holder will not sell
      or
      otherwise dispose of any shares of Common Stock or any options, warrants or
      other rights to purchase shares of Common Stock or any other security of the
      Company which Holder owns or has a right to acquire as of the date hereof,
      other
      than in connection with an offer made to all shareholders of the Company in
      connection with merger, consolidation or similar transaction involving the
      Company. Holder further agrees that the Company is authorized to and the Company
      agrees to place “stop orders” on its books to prevent any transfer of shares of
      Common Stock or other securities of the Company held by Holder in violation
      of
      this Agreement. The Company agrees not to allow to occur any transaction
      inconsistent with this Agreement.

    


    b. Any
      subsequent issuance to and/or acquisition by Holder of Common Stock or options
      or instruments convertible into Common Stock will be subject to the provisions
      of this Agreement.

    


    c. Notwithstanding
      the foregoing restrictions on transfer, the Holder may, at any time and from
      time to time during the Restriction Period, transfer the Common Stock (i) as
      bona fide gifts or transfers by will or intestacy, (ii) to any trust for the
      direct or indirect benefit of the undersigned or the immediate family of the
      Holder, provided that any such transfer shall not involve a disposition for
      value, (iii) to a partnership which is the general partner of a partnership
      of
      which the Holder is a general partner, provided, that, in the case of any gift
      or transfer described in clauses (i), (ii) or (iii), each donee or transferee
      agrees in writing to be bound by the terms and conditions contained herein
      in
      the same manner as such terms and conditions apply to the undersigned. For
      purposes hereof, “immediate family” means any relationship by blood, marriage or
      adoption, not more remote than first cousin.

    


    3. Miscellaneous.

    


    a. At
      any
      time, and from time to time, after the signing of this Agreement Holder will
      execute such additional instruments and take such action as may be reasonably
      requested by the Subscribers to carry out the intent and purposes of this
      Agreement.

     

    
      
        
        

      

      
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    b. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith agree to submit to the in personam jurisdiction
      of such courts and hereby irrevocably waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney's fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

    


    c. The
      restrictions on transfer described in this Agreement are in addition to and
      cumulative with any other restrictions on transfer otherwise agreed to by the
      Holder or to which the Holder is subject to by applicable law.

    


    d. This
      Agreement shall be binding upon Holder, its legal representatives, successors
      and assigns.

    


    e. This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.

    


    f. The
      Company agrees not to take any action or allow any act to be taken which would
      be inconsistent with this Agreement.

    


    g. The
      Holder acknowledges that this Lockup Agreement is being entered into for the
      benefit of the Subscribers identified in the Subscription Agreement dated August
      2, 2007 between the Company and the Subscribers, may be enforced by the
      Subscribers and may not be amended without the consent of the Subscriber, which
      may be withheld for any reason.

    


    h. In
      the
      event that the Holder is required by an underwriter to enter into a lockup
      agreement in connection with an underwritten public offering of the Company
      (“Underwriter Lockup”), this Lockup Agreement shall be superseded by the
      Underwriter Lockup upon entry into the Underwriter Lockup, provided that the
      restrictions under such Underwriter Lockup shall not lapse prior to the end
      of
      the Restriction Period set forth in this Lockup Agreement. If the Underwriter
      Lockup lapses prior to the end of the Restriction Period, this Lockup Agreement
      shall once again be enforceable until the end of the Restriction
      Period.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
      this Agreement as of the day and year first above written.

    


    HOLDER:

    


    ________________________________

    (Signature
      of Holder) 

    


    ________________________________

    (Print
      Name of Holder)

     

    ________________________________

    Number
      of
      Shares of Common Stock

     

    Beneficially
      Owned

    


    
 

    COMPANY:

    


    EVER-GLORY
      INTERNATIONAL GROUP, INC.

    


    By:______________________________

    Yi
      Hua
      Kang

    Chief
      Executive Officer

     

    
      
        
        

      

      
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