CHINA FINANCE ONLINE CO., LIMITED
CHANGE IN CONTROL AGREEMENT
 THIS AGREEMENT Company Zhiwe Zhao Executive
 RECITALS
     NOW THEREFORE
 Article 1. Term
 Effective Date
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Subsequent Change in Control
 Article 2. Definitions
  (a)
    
    Affiliate means a Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, the
Person specified.(b)
    
    Associate means (i) any corporation or organization (Other than the Company)
of which a Person is an officer, director or partner or of which the Person is,
directly or indirectly, the beneficial owner (as defined in Rule 13d-3 promulgated
under the Exchange Act) of 10% or more of any class of equity securities, (ii) any
trust or other estate in which the Person has a substantial beneficial interest or as
to which the Person serves as trustee or in a similar capacity, (iii) the Persons
spouse, (iv) any relative of the Persons spouse or any relative of the Person who has
the same home as the Person, or (v) any partner, syndicate member or person with whom
the Person has agreed to act in concert with respect to the acquisition, holding,
voting or disposition of shares of the Companys securities.(c)
    
    Agreement means this Change in Control Agreement.(d)
    
    Base Salary means the salary of record paid to the Executive by his Employer
as annual salary (whether or not deferred), but excludes amounts received under
incentive or other bonus plans.(e)
    
    Beneficiary means the persons or entities designated or deemed designated by
the Executive pursuant to Section 9.2.(f)
    
    Board means the Board of Directors of the Company.(g)
    
    Cause shall mean the occurrence of either or both of the following:
 (i)
    
    The Executives conviction for committing an act of
fraud, embezzlement, theft, or other act constituting a felony (other
than traffic related offenses or as a result of vicarious liability); or
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(ii)
    
    The willful engaging by the Executive in misconduct
that is significantly injurious to the Company and/or the Executives
Employer. However, no act, or failure to act, on the Executives part
shall be considered willful unless done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company and his Employer.
 (h)
    
    Change in Control of the Company shall be deemed to have occurred as of the
first day that any one or more of the following events shall have occurred:
 (i)
    
    Any Person becomes the beneficial owner (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly
(including through its Affiliate and/or Associate) of 15% or more of
either (a) the then-outstanding Ordinary Shares of the Company (the
Outstanding Ordinary Shares) 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); provided, however, that, for purposes of this
definition the following acquisitions shall not constitute a Change in
Control; (1) any acquisition directly from the Company, if that
acquisition is the acquisition that causes the Person to beneficially own
15% or more of the Outstanding Ordinary Shares or Outstanding Voting
Securities provided that the Person has fully disclosed to the
Company in writing the Outstanding Shares or Outstanding Voting
Securities beneficially owned by the Person directly or indirectly
(including through its Affiliate and/or Associate) prior to the said
acquisition from the Company , and provided that if such Person
acquires any additional securities following any acquisition from the
Company and, as a result, would beneficially own 15% or more of the
Outstanding Ordinary Shares or Outstanding Voting Securities (including
any shares acquired from the Company), a Change in Control shall have
occurred, (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 affiliate of the Company or a successor, or (4) any
acquisition by any entity pursuant to a transaction that complies with
clauses (iii)(a), (b) and (c) below;(ii)
    
    Individuals who, as of the Effective Date,
constitute the Board (the Incumbent Board) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Companys shareholders, was
approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board (including for these purposes, the new
members whose election or nomination was so approved,
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without counting the member and his predecessor twice) shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
 (iii)
    
    Consummation of a reconstruction and amalgamation,
reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its
Subsidiaries, a sale or other disposition of all or substantially all of
the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any of its Subsidiaries (each, a
Business Combination), in each case unless, following such Business
Combination, (a) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Ordinary Shares and
the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of
the then-outstanding ordinary shares 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 entity resulting from
such Business Combination (including, without limitation, an entity that,
as a result of such transaction, owns the Company or all or substantially
all of the Companys assets directly or through one or more subsidiaries
(a Parent)) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding
Ordinary Shares and the Outstanding Voting Securities, as the case may
be, (b) no Person (excluding any entity resulting from such Business
Combination or a Parent or any employee benefit plan (or related trust)
of the Company or such entity resulting from such Business Combination or
Parent) beneficially owns, directly or indirectly, 15% or more of,
respectively, the then-outstanding ordinary shares of the entity
resulting from such Business Combination or the combined voting power of
the then-outstanding voting securities of such entity, except to the
extent that the ownership in excess of 15% resulting directly from
holdings of securities in the other party to the Business Combination,
and (c) at least a majority of the members of the board of directors or
trustees of the entity resulting from such Business Combination or a
Parent were members of the Incumbent Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or
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(iv)
    
    Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company other than in the
context of a transaction that does not constitute a Change in Control
under clause (iii) above.
 Notwithstanding the foregoing, in no event shall (a) beneficial ownership of any
securities of the Company by IDG Technology Venture Investments, Inc., IDG
Technology Venture Investments, LP, Vertex Technology Fund (III) Ltd., CAST
Technology, Inc. or FANASIA Capital Limited, or (b) any transaction or other event
that occurred prior to the Effective Date, constitute a Change in Control.(i)
    
    Code means the United States Internal Revenue Code of 1986, as amended.(j)
    
    Committee means the Compensation Committee of the Board, or any other
committee appointed by the Board to perform the functions of the Compensation
Committee.(k)
    
    Company means China Finance Online Co., Limited, a company formed under the
laws of Hong Kong Special Administrative Region, Peoples Republic of China or any
successor thereto as provided in Article 8.(l)
    
    Disability means the Executives inability, because of physical or mental
illness or injury, to perform the essential function of his customary duties of his
employment with his Employer, with or without reasonable accommodation, and the
continuation of such disabled condition for a period of one hundred twenty (120)
continuous days, or for not less than two hundred ten (210) days during any continuous
twenty-four (24) month period, such Disability to be determined by the Committee upon
receipt and reliance on competent medical advice from one or more individuals, selected
by the Committee, who are qualified to give such professional medical advice.(m)
    
    Effective Date means Oct 15 2008.(n)
    
    Effective Date of Termination means the date on which a Qualifying
Termination occurs.(o)
    
    Employer means the Company or any Subsidiary, as the context may require.(p)
    
    Exchange Act means the United States Securities Exchange Act of 1934, as
amended.(q)
    
    Executive means the individual identified in the first sentence, and on the
signature page, of this Agreement.
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(r)
    
    Good Reason means, without the Executives express written consent, the
occurrence of any one or more of the following:
 (i)
    
    A material reduction in the nature or status of the
Executives authorities, duties, and/or responsibilities, (when such
authorities, duties, and/or responsibilities are viewed in the aggregate)
from their level in effect on the day immediately prior to the start of
the Protected Period, other than an insubstantial and inadvertent act
that is remedied by the Executives Employer promptly after receipt of
notice thereof given by the Executive.(ii)
    
    A reduction by the Executives Employer in the
Executives Base Salary as in effect on the Effective Date or as the same
shall be increased from time to time.(iii)
    
    A material reduction by the Company or by
Executives Employer of the Executives aggregate welfare and/or
incentive opportunities under the Companys and/or the Executives
Employers welfare, short and/or long-term incentive programs, as such
opportunities exist on the Effective Date, or as such opportunities may
be increased after the Effective Date and when viewed on an aggregate
basis; provided, however, that a reduction in the aggregate value shall
not be deemed to be Good Reason if the reduced value remains
substantially consistent with the average level of other employees who
have positions commensurate with the position held by the Participant
immediately prior to the reduction.(iv)
    
    The failure of the Company to obtain an agreement
from any successor to the Company to assume and agree to perform this
Agreement, as contemplated in Article 8.(v)
    
    Any purported termination by the Executives
Employer of the Executives employment that is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 3.8 and for
purposes of this Agreement, no such purported termination shall be
effective.(vi)
    
    The Executive is informed by the Company or the
Executives Employer that his or her principal place of employment for
the Executives Employer will be relocated to a location that is greater
than fifty (50) miles away from the Executives principal place of
employment for the Executives Employer at the start of the corresponding
Protected Period; provided that, if the Company or Executives Employer
communicates an intended effective date for such relocation, in no event
shall Good Reason exist pursuant to this clause (vii) more than ninety
(90) days before such intended effective date.
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The Executives right to terminate employment for Good Reason shall not be affected
by the Executives incapacity due to physical or mental illness. The Executives
continued employment shall not constitute a consent to, or a waiver of rights with
respect to, any circumstances constituting Good Reason herein.(s)
    
    Person means any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act.(t)
    
    Qualifying Termination has the meaning given to such term in Section 3.3(a).(u)
    
    Severance Benefits means the payments and/or benefits provided in Section 3.4.(v)
    
    Subsidiary means China Finance Online (Beijing) Co., Ltd. and any other
corporation or entity, a majority of whose outstanding voting stock or voting power is
beneficially owned, directly or indirectly, by the Company.
 Article 3. Severance Benefits
 3.1. Right to Severance Benefits
  3.2. Services During Certain Events
 3.3. Qualifying Termination
 (a)
    
    Subject to Sections 3.3(d), 3.3(e), 3.5, 3.6 and 3.7, the occurrence of any one
or more of the following events within the Protected Period corresponding to a Change
in Control of the Company, or within twenty-four (24) calendar months following the
date of a Change in Control of the Company shall constitute a Qualifying Termination:
 (i)
    
    An involuntary termination of the Executives
employment by his Employer for reasons other than Cause;
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(ii)
    
    A voluntary termination of employment by the
Executive for Good Reason; or(iii)
    
    The Company or any successor company repudiates or
is in material breach of any provision of this Agreement.
 (b)
    
    If more than one of the events set forth in Section 3.3(a) occurs, such events
shall constitute but a single Qualifying Termination and the Executive shall be
entitled to only a single payment of the Severance Benefits.(c)
    
    The Protected Period corresponding to a Change in Control of the Company
shall be a period of time determined in accordance with the following:
 (i)
    
    If the Change in Control is triggered by a tender
offer for shares of the Companys stock or by the offerors acquisition
of shares pursuant to such a tender offer, the Protected Period shall
commence on the date of the initial tender offer and shall continue
through and including the date of the Change in Control; provided that in
no case will the Protected Period commence earlier than the date that is
six (6) months prior to the Change in Control.(ii)
    
    If the Change in Control is triggered by a
reconstruction and amalgamation, merger, consolidation, or reorganization
of the Company with or involving any other corporation, the Protected
Period shall commence on the date that serious and substantial
discussions first take place to effect the reconstruction and
amalgamation, merger, consolidation, or reorganization and shall continue
through and including the date of the Change in Control; provided that in
no case will the Protected Period commence earlier than the date that is
six (6) months prior to the Change in Control.(iii)
    
    In the case of any Change in Control not described
in clause (i) or (ii) above, the Protected Period shall commence on the
date that is six (6) months prior to the Change in Control and shall
continue through and including the date of the Change in Control.
 (d)
    
    Notwithstanding anything else contained herein to the contrary, the Executives
termination of employment on account of reaching mandatory retirement age, as such age
may be defined from time to time in policies adopted by the Company prior to the
commencement of the Protected Period, and consistent with applicable law, shall not be
a Qualifying Termination.(e)
    
    Notwithstanding anything else contained herein to the contrary, the termination
of the Executives employment (or other events giving rise to Good Reason) shall not
constitute a Qualifying Termination if there is objective evidence that, as of the
commencement of the Protected Period, the Executive had specifically been identified by
the Company or the Executives Employer as an employee whose employment would be
terminated as part of a corporate restructuring or
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downsizing program that commenced prior to the Protected Period and such termination
of employment was expected at that time to occur within six (6) months.
 (f)
    
    Notwithstanding anything else contained herein to the contrary (other than
those provisions that contain an express exception to this Section 3.3(f)), the
Executives Severance Benefits under this Agreement shall be reduced by the severance
benefits (including, without limitation, any other change-in-control severance benefits
and any other severance benefits generally) that the Executive may be entitled to under
any other plan, program, agreement or other arrangement with the Company and/or his
Employer (including, without limitation, any such benefits provided for by an
employment agreement). For purposes of the foregoing, any cash severance benefits
payable to the Executive under any other plan, program, agreement or other arrangement
with the Company and/or his Employer shall offset the cash severance benefits otherwise
payable to the Executive under this Agreement on a dollar-for-dollar basis. For
purposes of the foregoing, non-cash severance benefits to be provided to the Executive
under any other plan, program, agreement or other arrangement with the Company and/or
his Employer shall offset any corresponding benefits otherwise to be provided to the
Executive under this Agreement or, if there are no corresponding benefits otherwise to
be provided to the Executive under this Agreement, the value of such benefits shall
offset the cash severance benefits otherwise payable to the Executive under this
Agreement on a dollar-for-dollar basis. If the amount of other benefits to be offset
against the cash severance benefits otherwise payable to the Executive under this
Agreement in accordance with the preceding two sentences exceeds the amount of cash
severance benefits otherwise payable to the Executive under this Agreement, then the
excess may be used to offset other non-cash severance benefits otherwise to be provided
to the Executive under this Agreement on a dollar-for-dollar basis. For purposes of
this paragraph, the Company shall reasonably determine the value of any non-cash
benefits.
 3.4. Description of Severance Benefits
 (a)
    
    An amount equal to the greater of:
 (i)
    
    US$4,000,000; or(ii)
    
    three (3) times the sum of (A) the highest rate of
the Executives annualized Base Salary in effect at any time up to and
including the Effective Date of Termination, and (B) the highest Annual
Bonus received by the Executive in any of the three (3) full fiscal years
prior to the date of the Change in Control of the Company. For purposes
of this Agreement, the Executives Annual Bonus shall mean the sum of
(X) the amount of any cash bonus paid by the Company to the Executive for
the applicable fiscal year, (Y) the
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aggregate Fair Market Value (determined as of the applicable grant
date) of the shares of the Companys stock granted to the Executive as
a bonus, if any, for the applicable fiscal year and (Z) the aggregate
option spread (determined as of the applicable grant date) with
respect to the options granted by the Company to the Executive as an
incentive during the applicable fiscal year. For purposes of clause
(Z), the option spread of an option shall equal the positive
difference, if any, determined by subtracting the applicable exercise
price of the option from the Fair Market Value of the Companys stock
on the date the option was granted. For purposes of this Agreement,
Fair Market Value shall have the meaning ascribed to such term in
the Companys 2004 Stock Incentive Plan. Notwithstanding the
foregoing, special bonuses or bonus enhancements that would otherwise
be included for purposes of the foregoing calculations of this Section
3.4(b), but that are related to an amalgamation, merger, acquisition,
consolidation, reorganization, spin-off or similar event and that are
not part of the Companys customary on-going program of annual bonus
plan bonuses, if any, shall be excluded for purposes of such
calculation.
 (b)
    
    All stock options and restricted stock awards previously granted by the Company
or any Affiliate of the Company to the Executive prior to the Change in Control shall
accelerate and be deemed fully vested as of the Effective Date of Termination,
otherwise the other terms and conditions of such awards shall continue to apply.
 3.5. Termination for Total and Permanent Disability
 3.6. Termination for Retirement or Death
 3.7. Termination for Cause or by the Executive Other Than for Good Reason.
 3.8. Notice of Termination Notice of Termination
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Article 4. Form and Timing of Severance Benefits; Tax Withholding
 4.1. Form and Timing of Severance Benefits
 4.2. Withholding of Taxes
 Article 5. Excise Tax Gross-Up
 5.1. Equalization Payment. Excise Tax Gross-Up Payment(s)
 5.2. Calculation of Gross-Up Payment. Determination Accounting Firm
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5.3. Computation Assumptions.
 (a)
    
    Any other payments, benefits and/or amounts received or to be received by the
Executive in connection with or contingent upon a Change in Control of the Company or
the Executives termination of employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company or the
Executives Employer, or with any Person whose actions result in a Change in Control of
the Company or any Person affiliated with the Company or such Persons) shall be
combined to determine whether the Executive has received any parachute payment within
the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any excess
parachute payments within the meaning of Section 280G(b)(1) that shall be treated as
subject to the Excise Tax, unless in the opinion of the person or firm rendering the
Determination, such other payments, benefits and/or amounts (in whole or in part) do
not constitute parachute payments, or such excess parachute payments represent
reasonable compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the base amount within the meaning of Section
280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;(b)
    
    The value of any non-cash benefits or any deferred payment or benefit shall be
determined by the person or firm rendering the Determination in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.(c)
    
    The compensation and benefits provided for in Section 3.4 herein, and any other
compensation earned prior to the Effective Date of Termination by the Executive
pursuant to the Companys and/or his Employers compensation programs (if such payments
would have been made in the future in any event, even though the timing of such payment
is triggered by the Change in Control), shall for purposes of the calculation pursuant
to this Section 5.3 be deemed to be reasonable; and(d)
    
    The Executive shall be deemed to pay Federal income taxes at the highest
marginal rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall
assume (and adjust for the fact) that (i) there is a loss of
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miscellaneous itemized deductions under Section 67 of the Code (or analogous federal
or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized
deductions under Section 68 of the Code (or analogous federal or state provisions)
on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall
take into account any reduction in the Gross-Up Payment due to the Executives share
of the hospital insurance portion of FICA and any state withholding taxes (other
than any state withholding tax for income tax liability). The computation of the
state and local income taxes applicable to the Gross-Up Payment shall be based on
the highest marginal rate of taxation in the state and locality of the Executives
residence on the Effective Date of Termination, and shall take into account the
maximum reduction in Federal income taxes that could be obtained from the deduction
of such state and local taxes.
 5.4. Executives Obligation to Notify Company. Taxing Authority
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5.5. Subsequent Recalculation.
 Article 6. The Companys Payment Obligation
 6.1. Payment of Obligations Absolute
  6.2. Contractual Right to Benefits
 6.3. Duplicate Benefits
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Article 7. Claims Procedure
 7.1. Committee Review Claimant
 7.2. Notification of Decision
 (e)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or(f)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of this Agreement
upon which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;(iv)
    
    a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all documents,
records and other information relevant to the Claimants claim for benefits;
and
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(v)
    
    a statement of the Claimants right to seek arbitration
pursuant to Section 7.4.
 7.3. Pre and Post-Change in Control Procedures
 7.4. Arbitration of Claims
 (a)
    
    All claims or controversies arising out of or in connection with this
Agreement, that the Company may have against any Claimant, or that any Claimant may
have against the Company or against its officers, directors, employees or agents acting
in their capacity as such, shall, subject to the initial review provided for in the
foregoing provisions of this Article 6 that are effective with respect to claims
brought prior to the occurrence of a Change in Control, be resolved through arbitration
upon the request of either Party to the dispute with notice to the other Party.(b)
    
    The arbitration shall be conducted in Hong Kong under the auspices of the Hong
Kong International Arbitration Centre (the Centre). There shall be three
arbitrators. Each Party shall choose one arbitrator, which arbitrators shall in turn
appoint a third. If either Party does not appoint an arbitrator who has consented to
participate within thirty (30) days after a notice of arbitration or if a third
arbitrator has not been appointed who has consented to participate within forty-five
(45) days after the notice of arbitration, the relevant appointment shall be made by
the Secretary General of the Centre.(c)
    
    The arbitration proceedings shall be conducted in English and in Chinese. The
arbitration tribunal shall apply the Arbitration Rules of the United Nations Commission
on International Trade Law, as in effect at the time of the arbitration. However, if
such rules are in conflict with the provisions of this Section 7.4, including the
provisions concerning the appointment of arbitrator, the provisions of this sub-Clause
(c) shall prevail.(d)
    
    Each Party to an arbitration hereunder shall cooperate with the other Party in
making full disclosure of and providing complete access to all information and
documents requested by the other Party in connection with such arbitration proceedings,
subject only to any confidentiality obligations binding on such Party.(e)
    
    The award of the arbitration tribunal shall be final and binding upon the
Parties, and the prevailing Party may apply to a court of competent jurisdiction for
enforcement of such award.
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(f)
    
    Either Party shall be entitled to seek preliminary injunctive relief, if
possible, from any court of competent jurisdiction pending the constitution of the
arbitral tribunal.(g)
    
    The costs of arbitration shall be borne by the losing Party, unless otherwise
determined by the arbitration award.
  Article 8. Successors and Assignment
 8.1. Successors to the Company
 8.2. Assignment by the Executive
 Article 9. Miscellaneous
 9.1. Release.
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9.2. Employment Status
 9.3. Beneficiaries
 9.4. Gender and Number
 9.5. Severability
 9.6. Modification
 9.7. Notice
 9.8. Applicable Law
 Remainder of Page Intentionally Left Blank
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IN WITNESS WHEREOF
 China Finance Online Co., Limited
    
    ExecutiveBy:Attest:
    
    
    Print Name: Zhiwei Zhao S-1