Longhai Steel Inc.: Exhibit 10.14 - Filed by newsfilecorp.com






Exhibit 10.14 

Lock–Up Agreement –
Pre–Offering
Non–Management Shareholders 

	Longhai Steel Inc. 	Ladenburg Thalmann & Co. Inc. 
	No. 1 Jingguang Road 	4400 Biscayne Blvd 
	Neiqiu County, Xingtai City 	12th Floor 
	Hebei Province, China 054000 	Miami, FL 33137 
	Attn: Dr. Eberhard Kornotzki 	Attn: Nicholas Stergis 
	Chief Financial Officer 	Managing Director, Investment Banking
  


Re: Lock–Up Agreement 

Dear Mr. Kornotzki and Mr. Stergis: 

     The undersigned understands that
Ladenburg Thalmann & Co. Inc. (the “Underwriter”), proposes to enter into an
Underwriting Agreement with Longhai Steel Inc. (the “Company”), providing for
the public offering (the “Offering”), by the Underwriter of units, each unit
consisting of two shares of common stock, $0.0001 par value per share (the
“Common Stock”), and one warrant to purchase one share of Common Stock (the
“Units”). The undersigned is a holder of shares of the Company’s Common Stock as
of the date hereof and is not an officer, director or holder of 5% or more of
the issued and outstanding shares of Common Stock. 

     In consideration of the
Underwriter’s agreement to undertake the Offering of the Units on a “firm
commitment” basis, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned agrees that the undersigned will
not register, offer, sell, contract to sell or grant (each such event a
“transfer”) any Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock or any warrants to purchase Common Stock
(including, without limitation, securities of the Company which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon the exercise of a stock option or warrant) (collectively,
“Securities”) other than as stated below: 

     1. General Volume
Limitations. Except as permitted below, the undersigned will be permitted to
transfer Securities only on the following schedule: 

	Period 	Aggregate Number of Securities
      Transferrable 
	Within 90 days post–transaction 	No Securities held by
      undersigned 
	After 90 days post–transaction 	10% of Securities held by undersigned 
	After 180 days post–transaction 	10% of Securities held by
      undersigned 
	After 270 days post–transaction 	10% of Securities held by undersigned 
	After 360 days post–transaction 	All Securities held by undersigned 


If the closing price of the Company’s Common Stock exceeds the
Offering price of the Units for any twenty (20) trading days in a period of
thirty (30) consecutive trading days and the number of shares of
Common Stock traded multiplied by the volume weighted average price per share on
such twenty (20) days exceeds $500,000 USD per day, then the foregoing volume
limitations shall be released immediately and the undersigned will be permitted
to transfer its Securities without regard to volume, in accordance with any
applicable laws, regulations and other obligations. For purposes of this
paragraph, the volume and pricing information provided by Bloomberg shall be
deemed to be conclusive. 

     2. Exceptions to Volume
Limitations. Notwithstanding the volume limitations set forth in Section 1,
the undersigned will be permitted to transfer shares to any institutional
investor in a block trade, without limitation as to size conditional upon the
written permission of the Underwriter. 




     The undersigned understands that
the Company and the Underwriter will proceed with the Offering in reliance upon
this Lock–up Agreement. By executing below, the Company acknowledges and agrees
that it will take all steps necessary to ensure that the undersigned is not able
to effect a transfer in contravention of this Lock– up Agreement, including,
without limitation, causing the Company’s transfer agent to note in its records
the foregoing limitations and instructing the transfer agent not to effect any
transfer in violation of this Lock–up Agreement. 

Very truly yours, 

_________________________
Name
(Print): 
Name (Signature): 

Longhai Steel Inc. acknowledges and agrees to be bound by the
final paragraph of this letter agreement. 

Longhai Steel Inc. 


	By: 	 
	 
	Name: 	 
	 
	Its: 	 
	  
	  
	Ladenburg Thalmann & Co. Inc. 
	  
	By: 	 
	 
	Name: 	 
	 
	Its: