China Power Technology, Inc.: Exhibit 10.15 - Filed by newsfilecorp.com






Exhibit 10.15

AMENDED AND RESTATED OPTION AGREEMENT

THIS AMENDED AND RESTATED OPTION AGREEMENT (this
“Agreement”), dated as of September 18, 2010 (the “Effective
Date”), between and among (i) Mr. Shiyong Fan, an individual citizen of
New Zealand (the “Grantor”); and (ii) Mr. Honghai Zhang, an
individual citizen of the People’s Republic of China (the
“Optionee”) (each of the foregoing, a “Party” and
together, the “Parties”) with respect to shares of Wise Winning
Limited , a company organized under the laws of the British Virgin Islands
(“Wise Winning”). Capitalized terms not otherwise defined have the
meanings assigned to them in Exhibit A to this Agreement. 

RECITALS 

	A. 	
      The Grantor is the sole shareholder of Wise
    Winning.

	 	 
	B. 	
      Wise Winning is the sole shareholder of China Niceview
      Power Technology Limited, a company organized under the laws of British
      Virgin Islands (“China Niceview”).

	 	 
	C. 	
      China Niceview is the sole equity holder of Hong Kong
      Niceview Power Technology Co., Limited, a company organized and existing
      under the laws of Hong Kong (“HK Niceview”).

	 	 
	D. 	
      HK Niceview is the sole equity holder of Kaifeng Nice
      View Power Technology Co., Ltd., a wholly foreign-owned enterprise
      organized and existing under the laws of the People’s Republic of China
      (“WFOE”), which is the sole equity holder of one or more
      operating companies in the People’s Republic of China.

	 	 
	E. 	
      On June 1, 2010, Wise Winning and China Niceview entered
      into a share exchange agreement (the “Exchange Agreement”)
      with a United States-domiciled public reporting shell company Lincoln
      Floorplanning Co. Inc. (the “Shell Company”) whose
      securities are quoted on the over-the-counter bulletin board. Upon
      consummation of the transactions contemplated by the Exchange Agreement
      (the “Exchange Transaction”), the Shell Company acquired
      100% of the issued and outstanding capital stock of China Niceview, and,
      indirectly, sole ownership of WFOE, in exchange for the issuance of shares
      of the common stock of the Shell Company to Wise Winning (the
      “Exchange Shares”) representing 92% of the issued and
      outstanding shares of the Shell Company.

	 	 
	F. 	
      The Grantor grant to the Optionee entered into an option
      agreement dated as of May [*], 2010 (the “Original Option Agreement”),
      pursuant to which the Grantor granted to the Optionee an option to acquire
      100% of the issued and outstanding shares of Wise Winning, at an exercise
      price of US$10,000.

	 	 
	G. 	
      The Parties desire to amend and restate the Original
      Agreement to increase the option exercise price to reflect Wise Winning’s
      increased net assets following its acquisition of the Henan Kaifeng
      Desheng Boiler Co., Ltd. and Henan Desheng Boiler Installation Co.,
      Ltd..



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AGREEMENT 

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by the Parties, the Parties
agree as follows: 

ARTICLE I 

OPTION RIGHT 

SECTION 1.1. Option Right. Grantor hereby grants
to the Optionee the right and option (the “Option Right”), during
the Option Period (as defined below), to purchase from the Grantor, and upon the
exercise of such right and option the Grantor will have the obligation to sell
to the Optionee, Fifty Thousand (50,000) shares of the capital stock of Wise
Winning held by Grantor (the “Option Shares”), representing one
hundred percent (100)% of the issued and outstanding capital stock of Wise
Winning, in accordance with the provisions of this Agreement. 

SECTION 1.2. Option Period. The Option Right will
be effective during the period (the “Option Period”) commencing on
the date which is six months after the date on which a resale registration
statement for the Shell Company’s shares issued to the investors in the first
equity financing conducted after the closing of the Exchange Transaction is
declared effective by the United States Securities and Exchange Commission (the
“Registration Statement Effective Date”), but before the fifth
anniversary of the Registration Statement Effective Date (such date or the
earlier expiration of the Option Right is referred to herein as the
“Expiration Date”). 

SECTION 1.3. Exercise Process. In order to
exercise its Option Right during the Option Period, the Optionee must deliver to
the Grantor a written notice of such exercise substantially in the form attached
hereto as Exhibit B (the “Exercise Notice”) to the address
or facsimile number set forth therein. Provided the Exercise Notice is delivered
in accordance with Section SECTION 5.2. to the Grantor on or prior to
6:30 p.m. (Hong Kong time) on a Business Day, the date of exercise (the
“Exercise Date”) of the Option Right will be the date of such
delivery of such Exercise Notice. In the event the Exercise Notice is delivered
after 6:30 p.m. (Hong Kong time) on any day or on a date which is not a Business
Day, the Exercise Date will be deemed to be the first Business Day after the
date of such delivery of such Exercise Notice. The delivery of an Exercise
Notice in accordance herewith will constitute a binding obligation (a) on the
part of the Optionee to purchase and (b) on the part of the Grantor to sell, the
Option Shares which are the subject of such Exercise Notice in accordance with
the terms of this Agreement. 

SECTION 1.4. Option Price.

	 	(a) 	
      The aggregate price (the “Option Price”)
      for all of the Option Shares will be equal to Thirty-Five Million Three
      Hundred and Forty-One Thousand Six Hundred Chinese Yuan (RMB
      35,341,600).



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	 	(b) 	
      The payment of any Option Price will be in accordance
      with written instructions delivered by the Grantor to the Optionee within
      five (5) days of delivery of the Exercise Notice.



SECTION 1.5. Delivery of the Shares. Upon the
receipt of an Exercise Notice and the payment of the Option Price, the Grantor
will deliver, or take all steps necessary to cause to be delivered, the Option
Shares being purchased pursuant to such Exercise Notice. 

ARTICLE II 

ENCUMBRANCES; TRANSFERS, SET-OFF 

SECTION 2.1. Encumbrances. Upon exercise of the
Option Right, the Option Shares being purchased will be sold, transferred and
delivered to the Optionee free and clear of any claim, pledge, charge, lien,
preemptive rights, restrictions on transfers (except as required by securities
laws of the United States), proxies, voting agreements and/or any other
Encumbrance. 

SECTION 2.2. Lock-up; Transfers. Prior to the
Expiration Date, the Grantor will not transfer to any other Person and will
continue to own, free and clear of any Encumbrance, the Option Shares. 

SECTION 2.3. Legend. The Grantor will cause a
notification to be made in the share register of Wise Winning, and on any
certificates evidencing the Option Shares, language in substantially the form as
follows:

“THE SHARES REGISTERED IN THE NAME
OF [ • ] OR REPRESENTED BY THIS CERTIFICATE, AS THE CASE MAY BE, ARE
SUBJECT TO AN OPTION RIGHT WHICH PROHIBITS THEIR TRANSFER TO ANY
PERSON OTHER THAN THE HOLDER OF THAT RIGHT PRIOR TO THE EXERCISE OF
THE RIGHT OR ITS EXPIRATION. ANY PERSON ACCEPTING ANY INTEREST IN THE
SHARES WILL BE DEEMED TO AGREE TO AND WILL BECOME BOUND BY ALL THE
PROVISIONS OF THE OPTION AGREEMENT IN WHICH THAT OPTION RIGHT IS SET
FORTH, AND THE SHARES WILL REMAIN SUBJECT TO THE OPTION RIGHT AS
PROVIDED THEREIN. A COPY OF THE OPTION AGREEMENT WILL BE FURNISHED TO
THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.” 


SECTION 2.4. Set-off. The Optionee will be
absolutely entitled to receive all the Option Shares to which it is entitled
pursuant to the exercise of an Option Right, and for the purposes of this
Agreement, the Grantor hereby waives, as against the Optionee, all rights of
set-off or counterclaim that would or might otherwise be available to the
Grantor. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

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SECTION 3.1. 
Representations and Warranties of the Grantor. The Grantor represents and warrants to the Optionee, that: 

	 	(a) 	
      Due Authorization. This Agreement, and all
      agreements and documents executed and delivered pursuant to this
      Agreement, constitute valid and binding obligations of the Grantor,
      enforceable against the Grantor in accordance with their terms, subject to
      applicable Bankruptcy Laws and other laws or equitable principles of
      general application affecting the rights of creditors generally.

	 	 	 
	 	(b) 	
      No Conflicts. Neither the execution or delivery of
      this Agreement by the Grantor nor the fulfillment or compliance by the
      Grantor with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Grantor is subject or by which the Grantor is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Grantor
      or compliance with the provisions hereof by the Grantor does not, and will
      not, violate any provision of any Law to which the Grantor is subject or
      by which it is bound.

	 	 	 
	 	(c) 	
      No Actions. There are no lawsuits, actions or, to
      the best knowledge of the Grantor, investigations, claims or demands or
      other proceedings pending or, to the best knowledge of the Grantor,
      threatened against the Grantor that, if resolved in a manner adverse to
      the Grantor, would adversely affect the right or ability of the Grantor to
      carry out its obligations set forth in this Agreement.

	 	 	 
	 	(d) 	
      Title. The Grantor owns the Option Shares free and
      clear of any Encumbrance whatsoever, except as contemplated by this
      Agreement. The Grantor has not entered into nor is a party to any
      agreement that would cause the Grantor to not own the Option Shares free
      and clear of any Encumbrance, except as contemplated by this
    Agreement.

	 	 	 
	 	(e) 	
      Assets. As of the Exercise Date, the Exchange
      Shares held by Wise Winning will represent at least 65% of the issued and
      outstanding shares of the Shell Company, it being acknowledged by the
      Parties that Wise Winning may transfer, prior to the Exercise Date, shares
      representing up to 27% of the issued and outstanding shares of the Public
      Company, to one or more third parties approved in advance in writing by
      the Optionee.



SECTION 3.2. Representations and Warranties of the
Optionee. The Optionee represents and warrants to the Grantor that: 

	 	(a) 	
      Due Authorization. This Agreement, and all
      agreements and documents executed and delivered pursuant to this
      Agreement, constitute valid and binding obligations of the Optionee,
      enforceable against the Optionee in accordance with their
  terms, subject to applicable Bankruptcy Laws and other laws or
      equitable principles of general application affecting the rights of
      creditors generally.



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	 	(b) 	
      No Conflicts. Neither the execution or delivery of
      this Agreement by the Optionee nor the fulfillment or compliance by the
      Optionee with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Optionee is subject or by which the Optionee is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Optionee
      or compliance with the provisions hereof by the Optionee does not, and
      will not, violate any provision of any Law to which the Optionee is
      subject or by which it is bound.

	 	 	 
	 	(c) 	
      No Actions. There are no lawsuits, actions or, to
      the best knowledge of the Optionee, investigations, claims or demands or
      other proceedings pending or, to the best knowledge of the Optionee,
      threatened against the Optionee that, if resolved in a manner adverse to
      the Optionee, would adversely affect the right or ability of the Optionee
      to carry out its obligations set forth in this
Agreement.



NEGATIVE COVENANTS 

SECTION 3.3. Covenants of the Grantor. The
Grantor agrees that, prior to the termination of this Agreement, it will not
transfer, sell, or assign to any other Person, or otherwise dispose of, pledge,
encumber, or suffer any Encumbrance upon, any shares of capital stock of Wise
Winning which Grantor owns, including the Option Shares. The Grantor further
agrees that, prior to the termination of this Agreement, it will not, without
the prior written approval of the Optionee, vote (in person, by proxy or by
action by written consent, as applicable) any of the Option Shares in favor of,
or to adopt or approve any of the following actions with regard to Wise Winning
or any direct or indirect subsidiary or affiliate of Wise Winning (referred to
individually and collectively as the “Company”): 

	 	(a) 	
      Any increase of the number of authorized shares of
      capital stock of the Company;

	 	 	 	 
	 	(b) 	
      Any transfer, sale, assignment, or other disposition of,
      or pledge or encumbrance of, any of the Company’s material assets
      (including, without limitation, the Exchange Shares and any shares of any
      other subsidiary or non-majority owned affiliated companies) except as
      contemplated by Section SECTION 3.1. (e);

	 	 	 	 
	 	(c) 	
      Any Change of Control with regard to the Company.
      “Change of Control” means the first to occur of any of the
      following events:



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	 	(i) 	
      An acquisition by any individual, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the United States
      Securities Exchange Act of 1934 (the “Exchange Act”)) (a
      “Person”) of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of twenty percent (20%) or more of either (A) the then
      outstanding shares of the common or ordinary stock of the Company (the
      “Outstanding Common Stock”) or (B) the combined voting power
      of the then outstanding voting securities of the Company entitled to vote
      generally in the election of directors (the “Outstanding Voting
      Securities”); excluding, however, the following: (1) any
      acquisition directly from the Company, other than an acquisition by virtue
      of the exercise of a conversion privilege unless the security being so
      converted was itself acquired directly from the Company, (2) any
      acquisition by the Company, (3) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      entity controlled by the Company, or (4) any acquisition pursuant to a
      transaction which complies with clauses (A), (B) and (C) of paragraph
      (iii) of this definition;

	 	 	 
	 	(ii) 	
      A change in the composition of the Board of Directors of
      the Company (the “Board”) such that the individuals who, as
      of the date of this Agreement, constitute such board of directors (such
      Board will be hereinafter referred to as the “Incumbent
      Board”) cease for any reason to constitute at least a majority of
      the Board; provided, however, for purposes of this definition any
      individual who becomes a member of the Board subsequent to the date of
      this Agreement, whose election, or nomination for election by the
      Company’s stockholders, was approved by a vote of at least a majority of
      those individuals who are members of the Board and who were also members
      of the Incumbent Board (or deemed to be such pursuant to this proviso)
      will be considered as though such individual were a member of the
      Incumbent Board; and provided further, that any such individual
      whose initial assumption of office occurs as a result of either an actual
      or threatened election contest (as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act) or other actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board will not be so considered as a member of the
      Incumbent Board; or



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      (iii) 
	
      Consummation of a reorganization, merger or consolidation
      or sale or other disposition of all or substantially all of the assets of
      the Company or the acquisition by the Company of assets or stock of
      another entity (“Corporate Transaction”); excluding,
      however, such a Corporate Transaction following which (A) all or
      substantially all of the individuals and entities who are the beneficial
      owners, respectively, of the Outstanding Common Stock and Outstanding
      Voting Securities immediately prior to such Corporate Transaction
      beneficially own, directly or indirectly, more than fifty percent (50%)
      of, respectively, the outstanding shares of Common Stock, and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Corporate Transaction (including, without
      limitation, a corporationwhich as a result of such transaction owns the
      Company or all or substantially all of the Company’s assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions, as their ownership immediately prior to such Corporate
      Transaction, of the Outstanding Common Stock and Outstanding Company
      Securities, as the case may be, (B) no Person (other than the Company, or
      any employee benefit plan (or related trust) of the Company or such
      corporation resulting from such Corporate Transaction) beneficially owns,
      directly or indirectly, twenty percent (20%) or more of, respectively, the
      outstanding shares of common stock of the corporation resulting from such
      Corporate Transaction or the combined voting power of the outstanding
      voting securities of such corporation entitled to vote generally in the
      election of directors except to the extent that such ownership existed
      prior to the Corporate Transaction, and (C) individuals who were members
      of the Incumbent Board at the time of the execution of the initial
      agreement or of the Board action providing for such Corporate Transaction
      constitute at least a majority of the members of the board of directors of
      the corporation resulting from such Corporate Transaction; or
	 	 	 	 
	 		(iv) 	
      The approval by the stockholders of the Company of a
      complete liquidation or dissolution of the Company;

	 	 	 	 
	 	(d) 	
      Any sale or other issuance of any equity interest, shares
      of capital or other securities of the Company or any of its
      subsidiaries;

	 	 	 	 
	 	(e) 	
      Any declaration, accrual, set aside or payment of any
      dividend or other distribution in respect of any equity interest or any
      shares of capital stock or other securities of the Company or any
      repurchase or redemption of any equity interest or any shares of capital
      stock or other securities of the Company; or

	 	 	 	 
	 	(f) 	
      Any agreement, commitment or offers of the Company or any
      of its subsidiaries, whether or not in writing, to take of the actions
      prohibited by clauses (a) through (e);



provided however, that
neither the consummation of the transactions contemplated by this Agreement, the
Exchange Transaction, nor any of the other transactions contemplated hereby will
be deemed to be a “Change of Control” or otherwise prohibited by the covenants
contained in this Section SECTION 3.3. . 

SECTION 3.4. The Grantor will cause Wise Winning and each of
its subsidiaries to preserve intact the business and management organization of
Wise Winning and all of its subsidiaries. 

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ARTICLE IV 

EVENTS OF DEFAULT AND TERMINATION 

SECTION 4.1. Events of Default. The occurrence at
any time with respect to a Party (the “Defaulting Party”) of any
of the following events will constitute an event of default (an “Event of
Default”) with respect to such Party:

	 	(a) 	
      Failure to Pay or Deliver. The failure by a Party
      to make, when due, any payment under this Agreement or deliver the Option
      Shares in accordance with this Agreement, if such failure is not remedied
      on or before the third (3rd ) Business Day after notice of such
      failure is given to the Defaulting Party.

	 	 	 
	 	(b) 	
      Breach of Agreement. The failure by a Party to
      comply with or perform any agreement, covenant or obligation (other than a
      failure described in Section SECTION 4.1. (a), which will be
      governed by Section SECTION 4.1. (a)) to be complied with or
      performed by such Party in accordance with this Agreement if such failure
      is not remedied on or before the tenth (10th ) Business Day
      after notice of such failure is given to the Defaulting Party.

	 	 	 
	 	(c) 	
      Bankruptcy. A Party (1) is dissolved (other than
      pursuant to a consolidation, amalgamation or merger); (2) becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become due; (3) makes a
      general assignment, arrangement or composition with or for the benefit of
      its creditors; (4) institutes or has instituted against it a proceeding
      seeking a judgment of insolvency or bankruptcy or any relief under any
      Bankruptcy Law, or a petition is presented for its winding-up or
      liquidation, and in the case of any such proceeding or petition instituted
      or presented against it, such proceeding or petition (A) results in a
      judgment of insolvency or bankruptcy or the entry of an order for relief
      or the making of an order for its winding-up or liquidation or (B) is not
      dismissed, discharged, stayed or restrained in each case within thirty
      (30) days of the institution or presentation thereof; (5) has a resolution
      passed for its winding-up, official management or liquidation (other than
      pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes
      subject to the appointment of an administrator, provisional liquidator,
      conservator, receiver, trustee, custodian or other similar official for it
      or for all or substantially all of its assets; (7) has a secured party
      take possession of all or substantially all of its assets or has a
      distress, execution, attachment, sequestration or other legal process
      levied, enforced or sued on or against all or substantially all of its
      assets and such secured party maintains possession, or any such process is
      not dismissed, discharged, stayed or rescinded, in each case within thirty
      (30) days thereafter; (8) causes or is subject to any event with respect
      to it that, under applicable Law, has an analogous effect to any of the
      events described in clauses (1) through (7); or (9) takes any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts.



SECTION 4.2. Termination.

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	 	(a) 	
      If at any time an Event of Default with respect to a
      Party has occurred and is continuing, the other Party may terminate this
      Agreement and deem the Expiration Date to have occurred by giving written
      notice to the Defaulting Party specifying the relevant Event of
      Default.

	 	 	 
	 	(b) 	
      Unless otherwise terminated pursuant to Section
      SECTION 4.2. (a), this Agreement will terminate on the earlier of the
      Expiration Date and the date on which one hundred percent (100%) of the
      Option Shares have been transferred and conveyed to the Optionee
      hereunder.



ARTICLE V 

MISCELLANEOUS PROVISIONS 

SECTION 5.1. Further Assurances. Each
Party will execute and/or cause to be delivered to each other Party such
instruments and other documents, and will take such other actions, as such other
Party may reasonably request for the purpose of carrying out or evidencing any
of the transactions contemplated by this Agreement.

SECTION 5.2. Notices. Any notice or other
communication required or permitted to be delivered to any Party will be in
writing and will be deemed properly delivered, given and received upon dispatch
by hand, courier or express delivery service with receipt confirmed by signature
of the addressee, to the address set forth beneath the name of such Party below
(or to such other address as such Party may specify in a written notice given to
the other Parties): 

	 	               
                         
         If to the 	No. 57, Building 2, Yard 18, Xishilipu South
  
	 	  	Road, Zhongyuan District, Zhengzhou City,

	 	Grantor: 	Henan Province, China 
	 	 	 
	 	 	 
	 	               
                         
         If to the 	Henan Kaifeng Desheng Boiler Co., Ltd, 
	 	  	Huayuan Road #12, Kaifeng City, Henan 
	 	Optionee: 	Province, China. 


SECTION 5.3. Time of The Essence. Time is
of the essence of this Agreement. 

SECTION 5.4. Headings, Gender and Usage. The
headings contained in this Agreement are for convenience of reference only, will
not be deemed to be a part of this Agreement and will not be referred to in
connection with the construction or interpretation of this Agreement. For
purposes of this Agreement: (a) the words “include” and “including” will be
taken to include the words, “without limitation;” and (b) whenever the context
requires, the singular number will include the plural, and vice versa; and each
of the masculine, feminine and neuter genders will refer to the others. 

9 




SECTION 5.5. Governing Law and Language. This
Agreement, including all matters of construction, validity and performance, will
in all respects be governed by, and construed in accordance with, the laws of
Hong Kong (without giving effect to principles relating to conflict of laws).
This Agreement is written in English and the English language will govern any
interpretation of this Agreement. 

SECTION 5.6. Venue and Jurisdiction. If any legal
proceeding or other legal action relating to this Agreement is brought or
otherwise initiated, the venue therefore will be in Hong Kong, which will be
deemed to be a convenient forum. Each of the Parties hereby expressly and
irrevocably consents and submits to the jurisdiction of the courts in Hong Kong.


SECTION 5.7. Interpretation. Each Party
acknowledges that it has participated in the drafting of this Agreement, and any
applicable rule of construction to the effect that ambiguities are to be
resolved against the drafting party may not be applied in connection with the
construction or interpretation of this Agreement. 

SECTION 5.8. Successors and Assigns. Each of the
Parties will not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each other Party. This Agreement is binding upon, inures to the benefit of and is
enforceable by Optionee, Grantor and their respective successors and assigns. 

SECTION 5.9. Waiver. 

	 	(a) 	
      No failure on the part of any Person to exercise any
      power, right, privilege or remedy under this Agreement, and no delay on
      the part of any Person in exercising any power, right, privilege or remedy
      under this Agreement, will operate as a waiver of such power, right,
      privilege or remedy; and no single or partial exercise of any such power,
      right, privilege or remedy will preclude any other or further exercise
      thereof or of any other power, right, privilege or remedy.

	 	 	 
	 	(b) 	
      No Person will be deemed to have waived any claim arising
      out of this Agreement, or any power, right, privilege or remedy under this
      Agreement, unless the waiver of such claim, power, right, privilege or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of such Person; and any such waiver will not be
      applicable or have any effect except in the specific instance in which it
      is given.



SECTION 5.10. Entire Agreement; Amendment. This
Agreement sets forth the entire understanding of the Parties relating to the
subject matter hereof and supersedes all prior agreements and understandings
among or between any of the parties relating to the subject matter thereof. Any
term of this Agreement may be amended only with the written consent of each
Party. 

SECTION 5.11. Severability. In the event that any
provision of this Agreement, or the application of any such provision to any
Person or set of circumstances, will be determined to be invalid, unlawful, void
or unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to Persons or circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, will not be impaired or otherwise affected and
will continue to be valid and enforceable to the fullest extent permitted by
law. 

10 




SECTION 5.12. Counterparts. This Agreement
may be executed in several counterparts, each of which will constitute an
original and all of which, when taken together, will constitute one
agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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IN WITNESS WHEREOF, the Parties have caused this Option
Agreement to be executed and delivered as of the date first set forth above.


	“GRANTOR” 	“OPTIONEE” 
	SHIYONG FAN 	HONGHAI ZHANG

	 	 
	 	 
	/s/ Shiyong Fan 	/s/ Honghai Zhang 
	Name: Shiyong Fan 	Name: Honghai Zhang 


Attachments:

	Exhibit A 	Certain Definitions 
	  	Exhibit B    Form of
      Option Exercise Notice 


12 




EXHIBIT A 
CERTAIN DEFINITIONS


For purposes of this Agreement (including this Exhibit
A): 

“Bankruptcy Law” means any Law of any
jurisdiction relating to bankruptcy, insolvency, corporate reorganization,
company arrangement, civil rehabilitation, special liquidation, moratorium,
readjustment of debt, appointment of a conservator, trustee or receiver, or
similar debtor relief. 

“Board” is defined in Section SECTION 3.3.
(c)(i). 

“Business Day” means a day on which the
commercial banks located in Hong Kong are open for regular business. 

“Change of Control” is defined in Section
SECTION 3.3. (c). 

“China Niceview” is defined in the Recitals.
“

Company” is defined in Section SECTION
3.3. 

“Corporate Transaction” is defined in Section
SECTION 3.3. (c)(iii). 

“Effective Date” is defined in the Preamble. 

“Encumbrance” means any lien, pledge,
hypothecation, charge, mortgage, security interest, encumbrance, equity, trust,
equitable interest, claim, preference, right of possession, lease, tenancy,
license, encroachment, covenant, infringement, interference, order, proxy,
option, right of first refusal, preemptive right, community property interest,
legend, defect, impediment, exception, reservation, limitation, impairment,
imperfection of title, condition or restriction of any nature (including any
restriction on the transfer of any asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset). “Exchange Act” is defined in Section
SECTION 3.3. (c)(i). 

“Exchange Agreement” is defined in the Recitals.


“Exchange Shares” is defined in the Recitals.


“Exchange Transaction” is defined in the
Recitals. 

“Exercise Date” is defined in Section SECTION
1.3. 

“Exercise Notice” is defined in Section
SECTION 1.3. 

“Expiration Date” is defined in Section
SECTION 1.2.

“GAAP” means generally accepted accounting
principles consistently applied during the relevant period. 

“Governmental Body” means any: (a) nation,
principality, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (b) federal, state, local,
municipal, foreign or other government; (c) governmental or quasi-Governmental
Body of any nature (including any governmental division, subdivision,
department, agency, bureau, branch, office, commission, council, board,
instrumentality, officer, official, representative, organization, unit, body or
Entity and any court or other tribunal); (d) multi-national organization or
body; or (e) individual, Entity or body exercising, or entitled to exercise, any
executive, legislative, judicial, administrative, regulatory, police, military
or taxing authority or power of any nature. 

“Grantor” is defined in the Preamble. 

“Incumbent Board” is defined in Section
SECTION 3.3. (c)(i). 

“Law” means any national, federal, state, local,
municipal, foreign or other law, statute, legislation, constitution, principle
of common law, resolution, ordinance, code, edict, decree, proclamation, treaty,
convention, rule, regulation, ruling, directive, pronouncement, requirement,
specification, determination, decision, opinion or interpretation issued,
enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into
effect by or under the authority of any Governmental Body. 




“Option Period” is defined in Section
SECTION 1.2. 

“Option Price” is defined in
Section SECTION 1.4. (a). 

“Option Right” is defined in
Section SECTION 1.1. 

“Option Shares” is defined in Section
SECTION 1.1. 

“Optionee” is defined in the Preamble. 

“Outstanding Common Stock” is
defined in Section SECTION 3.3. (c)(i). 

“Outstanding Voting Securities”
is defined in Section SECTION 3.3. (c)(i). 

“Party” and “Parties” are defined in the Preamble
to this Agreement. 

“Person” means an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof,
except as used in 0, where its meaning is defined in Section SECTION
3.3. (c)(i). 

“Registration Statement Effective Date” is
defined in Section SECTION 1.2. 

“Shell Company” is defined in
the Recitals. 

“US GAAP” means United States Generally Accepted
Accounting Principles consistently applied. 

“WFOE” is defined in the
Recitals. 

“Wise Winning” is defined in
the Preamble. 




EXHIBIT B 
FORM OF OPTION EXERCISE NOTICE



[Date] 

[________________] (the “Grantor”) 
[________________]

[________________] 
Attention: [_______] 

	 	Re: 	Option Agreement dated [ • ] (the “Option
      Agreement”), between Honghai Zhang (the “Optionee”) and Shiyong Fan (the
      “Grantor”) 


Dear Sir: 

In accordance with Section 1.4 of the Option Agreement,
the Optionee hereby provides this notice of exercise of the Option Right in the
manner specified below: 

	 	(a) 	
      The Optionee hereby exercises its Option Right with
      respect to the Option Shares pursuant to the Option Agreement.

	 	 	 
	 	(b) 	
      The Optionee will pay the sum of US$____________to the
      Grantor.

	 	 	 
	 	(d) 	
      Pursuant to this exercise, the Grantor will deliver to
      _______________the Option Shares in accordance with the instructions
      attached hereto.



Dated: _______________, ______

_____________________________________
Honghai Zhang