SUBSCRIPTION
AGREEMENT

     

    THIS SUBSCRIPTION AGREEMENT
(this “Agreement”), is
dated as of October 16, 2009, by and between China Infrastructure
Construction Corporation, a Colorado corporation (the “Company”), and the subscribers
identified on the signature pages hereto (each a “Subscriber” and collectively,
the “Subscribers”).

    


    RECITALS:

    


    WHEREAS, the Company and each
Subscriber are executing and delivering this Agreement in reliance upon an
exemption from securities registration afforded by the provisions of Section
4(2), Section 4(6), Regulation D (“Regulation D”) and/or
Regulation S (“Regulation
S”) as promulgated by the United States Securities and Exchange
Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “1933 Act”).

    


    WHEREAS, Hunter Wise
Securities, LLC is acting as exclusive placement agent (“Placement Agent”), on a “best
efforts” basis, in a private offering (the “Offering”) in which the
Company desires to offer and sell shares (the “Purchased Shares”) of its
common stock, no par value (the “Common Stock”), at a price of
$3.90 per share (the “Share
Purchase Price”) for aggregate gross proceeds of up to $10,000,000 (the
“Purchase
Price”).

     

    WHEREAS, the Company desires
to enter into this Agreement to issue and sell the Purchased Shares and the
Subscriber desires to purchase that number of Purchased Shares set forth on the
signature page hereto on the terms and conditions set forth herein.

     

    WHEREAS, the aggregate
proceeds of the Offering shall be held in escrow pursuant to the terms of a
Funds Escrow Agreement to be executed by the parties substantially in the form
attached hereto as Exhibit
A (the “Escrow
Agreement”).

     

    AGREEMENT:

     

    NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement, the Company and the Subscriber hereby agree as follows:

     

    1.           Purchase and Sale of
Purchased Shares. Subject to the satisfaction or waiver of the terms and
conditions of this Agreement, on the Closing Date (as defined below), each
Subscriber shall purchase and the Company shall sell to each Subscriber the
Purchased Shares for the portion of the Purchase Price designated on the
signature pages hereto.

     

    
      
        
        

      

      
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    2.           Closing.  The
issuance and sale of the Purchased Shares shall occur on the closing date (the
“Closing Date”), which
shall be the date that Subscriber funds representing the net amount due to the
Company from the Purchase Price of the Offering is transmitted by wire transfer
or otherwise to or for the benefit of the Company. The consummation of the
transactions contemplated herein (the “Closing”) shall take place at
the offices of Anslow & Jaclin, LLP, 195 Route 9 South, 2nd Floor,
Manalapan, New Jersey 07726 at 2:00 p.m., New York time on such date as the
Subscribers and the Company may agree upon; provided, that all of
the conditions set forth in Section 12 hereof and applicable to the Closing
shall have been fulfilled or waived in accordance herewith. The Subscribers and
the Company acknowledge and agree that the Company may consummate the sale of
additional Purchased Shares to the Subscribers or other subscribers, on the
terms set forth in this Agreement and the other Transaction Documents as defined
herein, at more than one closing (each and any closing is referred to herein as
a “Closing”),
all of which closings shall occur not later than October 31, 2009.

     

    3.           Subscriber Representations,
Warranties and Covenants.  Each Subscriber hereby represents
and warrants to and agrees with the Company that:

    


    (a)           Organization and Standing of
the Subscriber.   If such Subscriber is an entity, such Subscriber is a
corporation, partnership or other entity duly incorporated or organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization.

    


    (b)           Authorization and Power.   Such
Subscriber has the requisite power and authority to enter into and perform this
Agreement and the other Transaction Documents (as defined in Section 4(c)) and to purchase the Purchased Shares
being sold to it hereunder.  The execution, delivery and performance of this Agreement and the other
Transaction Documents by such Subscriber and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate or partnership action, and no further consent
or authorization of such Subscriber or its Board of Directors, stockholders,
partners, members, as the case may be, is required.  This Agreement
and the other Transaction Documents have been duly authorized, executed and
delivered by such Subscriber and constitutes, or shall constitute when
executed and delivered, a valid and binding obligation of such Subscriber
enforceable against such Subscriber in accordance with the terms
thereof.

    


    (c)           No Conflicts.   The
execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation by such
Subscriber of the transactions contemplated hereby and thereby or relating
hereto do not and will not (i) result in a violation of such
Subscriber’s charter documents or bylaws or
other organizational documents or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or
obligation to which such Subscriber is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation, or
any order, judgment or decree of any court or governmental
agency applicable to such Subscriber or its properties (except for such
conflicts, defaults and violations as would not, individually or in the
aggregate, have a material adverse effect on such Subscriber).  Such
Subscriber is not required to obtain any consent, authorization or order of, or make
any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement
and the other Transaction Documents or to purchase the
Purchased Shares in accordance with the terms hereof, provided that for
purposes of the representation made in this sentence, such Subscriber is
assuming and relying upon the accuracy of the relevant representations and
agreements of the Company
herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)           Acquisition for
Investment. The Subscriber is acquiring the Purchased Shares solely for
its own account for the purpose of investment and not with a view to or for sale
in connection with distribution.  The Subscriber does not have a
present intention to sell the Purchased Shares, nor a present arrangement
(whether or not legally binding) or intention to effect any distribution of the
Purchased Shares to or through any person or entity; provided, however, that by
making the representations herein and subject to Section 2.2(h) below, the
Subscriber does not agree to hold the Purchased Shares for any minimum or other
specific term and reserves the right to dispose of the Purchased Shares at any
time in accordance with Federal and state securities laws applicable to such
disposition.  The Subscriber acknowledges that it is able to bear the
financial risks associated with an investment in the Purchased Shares and that
it has been given full access to such records of the Company and the
subsidiaries and to the officers of the Company and the subsidiaries and
received such information as it has deemed necessary or appropriate to conduct
its due diligence investigation and has sufficient knowledge and experience in
investing in companies similar to the Company in terms of the Company’s stage of
development so as to be able to evaluate the risks and merits of its investment
in the Company.  The Subscriber further acknowledges that the
Subscriber understands the risks of investing in companies domiciled and/or
which operate primarily in the People’s Republic of China and that the purchase
of the Purchased Shares involves substantial risks.

    


    (e)           Information on
Company.    Such
Subscriber has been furnished with or has had access to the EDGAR Website of the
Commission and to the Company’s Form 10-K filed on EDGAR on September 15, 2009
for the fiscal year ended May 31, 2009, together with all other filings made
with the Commission available at the EDGAR website and all correspondence from
the Commission to the Company including but not limited to the Commission’s
comment letters relating to the Company’s periodic filings with the Commission
whether available at the EDGAR website or not (hereinafter referred to
collectively as the “Reports”).   In
addition, such Subscriber has received in writing from the
Company such other information concerning its operations, financial condition
and other matters as such Subscriber has
requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such
other information is collectively, the “Other Written Information”),
and considered all factors such Subscriber
deems material in deciding on the advisability of investing in the Purchased
Shares.  Such Subscriber has relied on the Reports and Other Written
Information in making its investment decision.

    


    (f)           Opportunities for Additional
Information.  Each Subscriber acknowledges that the Subscriber
has had the opportunity to ask questions of and receive answers from, or obtain
additional information from, the executive officers of the Company concerning
the financial and other affairs of the Company.

    


    (g)           Information on
Subscriber.   Subscriber is, and will be on the Closing
Date, an “accredited
investor”, as such term is defined in Regulation D promulgated by the
Commission under the 1933 Act, is experienced in investments and business
matters, has made investments of a speculative nature and has purchased
securities of United States publicly-owned companies in private placements in
the past and, with its representatives, has such knowledge and experience in
financial, tax and other business matters as to enable such Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which
represents a speculative investment.  Such Subscriber has the authority and is duly and
legally qualified to purchase and own the Purchased Shares.  Such Subscriber is able to bear the risk of such
investment for an indefinite period and to afford a complete loss
thereof.  The information set forth on the signature page hereto
regarding such Subscriber is
accurate.

     

    
      
        
        

      

      
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    (h)           Compliance with 1933
Act.   Such Subscriber understands and agrees that the
Purchased Shares have not been registered under the 1933 Act or any applicable
state securities laws, by reason of their issuance in a transaction that does
not require registration under the 1933 Act (based in part on the accuracy of
the representations and warranties of the Subscriber
contained herein), and that such Purchased Shares must be held indefinitely
unless a subsequent disposition is registered under the 1933 Act or any
applicable state securities laws or is exempt from such
registration.  The Subscriber acknowledges that the Subscriber is
familiar with Rule 144 of the rules and regulations of the Commission, as
amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such
person has been advised that Rule 144 permits resales only under certain
circumstances. The Subscriber understands that to the extent that Rule 144 is
not available, the Subscriber will be unable to sell any Purchased Shares
without either registration under the 1933 Act or the existence of another
exemption from such registration requirement. In any event, and subject to
compliance with applicable securities laws, the Subscriber may enter into lawful
hedging transactions in the course of hedging the position they assume and the
Subscriber may also enter into lawful short positions or other derivative
transactions relating to the Purchased Shares, and deliver the Purchased Shares,
to close out their short or other positions or otherwise settle other
transactions, or loan or pledge the Purchased Shares, to third parties who in
turn may dispose of these Purchased Shares.

    


    (i)           Purchased Shares
Legend.  The Purchased Shares shall bear the following or
similar legend:

    


    “THE ISSUANCE AND SALE OF THE
PURCHASED
SHARES REPRESENTED BY
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE
STATE SECURITIES LAWS.  THE PURCHASED SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE PURCHASED SHARES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE PURCHASED SHARES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
PURCHASED
SHARES.”

     

    
      
        
        

      

      
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     (j)           Communication of
Offer.  The offer to sell the Purchased Shares was directly
communicated to such Subscriber by the Company.  At no time was such
Subscriber presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated
offer.

    


    (k)           Restricted
Securities.   Such Subscriber understands that the
Purchased Shares have not been registered under the 1933 Act and such Subscriber
will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer
any of the Purchased Shares unless pursuant to an effective registration
statement under the 1933 Act, or unless an exemption from registration is
available.  Notwithstanding anything to the contrary contained in this
Agreement, such Subscriber may transfer (without restriction and without the
need for an opinion of counsel) the Purchased Shares to its Affiliates (as
defined below) provided that each such Affiliate is an “accredited investor”
under Regulation D and such Affiliate agrees to be bound by the terms and
conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or
entity means any other person or entity directly or indirectly controlling,
controlled by or under direct or indirect common control with such person or
entity.  Affiliate includes each Subsidiary of the Company.  For
purposes of this definition, “control” means the power to
direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.

    


    (l)           No Governmental
Review.   Such Subscriber understands that no United
States federal or state agency or any other governmental or state agency has
passed on or made recommendations or endorsement of the Purchased Shares or the
suitability of the investment in the Purchased Shares nor have such authorities
passed upon or endorsed the merits of the offering of the Purchased
Shares.

    


    (m)           Correctness of
Representations.  Such Subscriber represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless such Subscriber otherwise notifies the Company prior to the Closing Date,
shall be true and correct as of the Closing Date.  The Subscriber
understands that the Purchased Shares are being offered and sold in reliance on
a transactional exemption from the registration requirement of Federal and state
securities laws and the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
the Subscriber set forth herein in order to determine the applicability of such
exemptions and the suitability of the Subscriber to acquire the Purchased
Shares.

    


    (n)           Brokers’ Fees. Other than the Placement
Agent and except as set forth on Schedule 4(ii), each Subscriber has no
knowledge of any brokerage or finder’s fees or commissions that are or will be
payable by the Placement Agent, the Company or any Subsidiary to any broker,
financial advisor, Subscriber, consultant, finder, placement agent, investment
banker, bank or other person or entity with respect to the transactions
contemplated by this Agreement.

     

    
      
        
        

      

      
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    (o)           Short Sales and
Confidentiality. Other than the transaction contemplated hereunder, the
Subscriber has not directly or indirectly, nor has any person acting on behalf
of or pursuant to any understanding with the Subscriber, executed any
disposition, including short sales (but not including the location and/or
reservation of borrowable shares of Common Stock), in the securities of the
Company during the period commencing from the time that the Subscriber first
received a term sheet from the Company or any other person setting forth the
material terms of the transactions contemplated hereunder until the date that
the transactions contemplated by this Agreement are first publicly announced as
described in Section 8(m).  The Subscriber covenants that until such
time as the transactions contemplated by this Agreement are publicly disclosed
by the Company as described in Section 8(m), the Subscriber will maintain the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this transaction). The
Subscriber understands and acknowledges that the Commission currently takes the
position that coverage of short sales of shares of the Common Stock “against the
box” prior to the effective date of the Registration Statement with the
Purchased Shares is a violation of Section 5 of the 1933 Act, as set forth
in Item 65, Section 5 under Section A, of the Manual of Publicly Available
Telephone Interpretations, dated July 1997, compiled by the Office of Chief
Counsel, Division of Corporation Finance. Notwithstanding the foregoing, the
Subscriber does not make any representation, warranty or covenant hereby that it
will not engage in short sales in the securities of the Company after the date
that the transactions contemplated by this Agreement are first publicly
announced as described in Section 8(m). Notwithstanding the foregoing, in the
case of a Subscriber that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Subscriber's assets and the
portfolio managers have no direct knowledge of the investment decisions made by
the portfolio managers managing other portions of such Subscriber's assets, the
covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase
the Purchased Shares covered by this Agreement.

    


    (p)          Additional
Representations, Warranties and Covenants of Non-United States
Persons.

    


    (i)           The
Subscriber understands that the investment offered hereunder has not been
registered under the 1933 Act and the Subscriber understands that such
Subscriber is purchasing the Purchased Shares without being furnished any
offering literature or prospectus. The Subscriber is acquiring the Purchased
Shares for the Subscriber’s own account, for investment purposes only, and not
with a view towards resale or distribution.

    


    (ii)           At
the time the Subscriber was offered the Purchased Shares, it was not, and at the
date hereof, such Subscriber is not a “U.S. Person”
which is defined below:

    


    
      
        
          	
                  
                  

                	
                  (A)

                	
                  Any
      natural person resident in the United States;

                
	 	 	 


        

        
          	
                  
                  

                	
                  (B)

                	
                  Any
      partnership or corporation organized or incorporated under the laws of the
      United States;

                


        

      

    

     

    
      
        
        

      

      
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              (C)

            	
              Any
      estate of which any executor or administrator is a U.S.
      person;

            


    

    


    
      	
              
              

            	
              (D)

            	
              Any
      trust of which any trustee is a U.S.
person;

            


    

    


    
      	
               
      

            	
              (E)

            	
              Any
      agency or branch of a foreign entity located in the United
      States;

            


    

    


    
      	
               
      

            	
              (F)

            	
              Any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

            


    

    


    
      	
               
      

            	
              (G)

            	
              Any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident of the United States;
and

            


    

    


    
      	
               
      

            	
              (H)

            	
              Any
      partnership or corporation if (i) organized or incorporated under the laws
      of any foreign jurisdiction and (ii) formed by a U.S. person principally
      for the purpose of investing in securities not registered under the 1933
      Act, unless it is organized or incorporated, and owned, by accredited
      investors (as defined in Rule 501(a) of Regulation D promulgated under the
      1933 Act) who are not natural persons, estates or
  trusts.

            


    

    


    “United States” or “U.S.” means the United
States of America, its territories and possessions, any State of the United
States, and the District of Columbia.

    


    (iii)           The
Subscriber understands that no action has been or will be taken in any
jurisdiction by the Company that would permit a public offering of the Purchased
Shares in any country or jurisdiction where action for that purpose is
required.

    


    (iv)           The
Subscriber (i) as of the execution date of this Agreement is not located within
the United States, and (ii) is not purchasing the Purchased Shares for the
account or benefit of any U.S. person except in accordance with one or more
available exemptions from the registration requirements of the 1933 Act or in a
transaction not subject thereto.

    


    (v)           The
Subscriber will not resell the Purchased Shares except in accordance with the
provisions of Regulation S (Rule 901 through 905 and Preliminary Notes thereto),
pursuant to a registration under the 1933 Act, or pursuant to an available
exemption from registration; and agrees not to engage in hedging transactions
with regard to such securities unless in compliance with the 1933
Act.

     

    
      
        
        

      

      
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    (vi)           The
Subscriber will not engage in hedging transactions with regard to shares of the
Company prior to the expiration of the distribution compliance period specified
in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as
applicable, unless in compliance with the 1933 Act; and as applicable, shall
include statements to the effect that the securities have not been registered
under the 1933 Act and may not be offered or sold in the United States or to
U.S. persons (other than distributors) unless the securities are registered
under the 1933 Act, or an exemption from the registration requirements of the
1933 Act is available.

    


    (vii)           No
form of “directed selling efforts” (as defined in Rule 902 of Regulation S under
the 1933 Act), general solicitation or general advertising in violation of the
1933 Act has been or will be used nor will any offers by means of any directed
selling efforts in the United States be made by the Subscriber or any of their
representatives in connection with the offer and sale of the
Shares.

     

    4.           Company Representations and
Warranties.  The Company represents and warrants to and agrees
with each Subscriber that:

     

    (a)           Due
Incorporation.  The Company is a corporation or other entity
duly incorporated or organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization and has the
requisite corporate power to own its properties and to carry on its business as
presently conducted.  The Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction where
the nature of the business conducted or property owned by it makes such
qualification necessary, other than those jurisdictions in which the failure to
so qualify would not have a Material Adverse Effect.  For purposes of
this Agreement, a “Material
Adverse Effect” means any material adverse effect on the business,
operations, properties, or financial condition of the Company and its
Subsidiaries individually, or in the aggregate and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to perform any of its obligations under this
Agreement in any material respect. For purposes of this Agreement, “Subsidiary” means, with
respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity of which more than 30% of (i) the
outstanding capital stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (iii) in the case of a trust, estate, association,
joint venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries,
by such entity.  As of the Closing Date, all of the Company’s
Subsidiaries and the Company’s ownership interest therein are set forth on Schedule 4(a).

     

    
      
        
        

      

      
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    (b)           Outstanding
Stock.  All issued and outstanding shares of capital stock and
equity interests in the Company have been duly authorized and validly issued and
are fully paid and non-assessable.

     

    (c)           Authority;
Enforceability.  This Agreement, the Purchased Shares, the
Escrow Agreement, the Investor Relations Escrow Agreement,  the
Lock-Up Agreements and any other agreements delivered together with this
Agreement or in connection herewith (collectively, the “Transaction Documents”) have
been duly authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights generally and to general principles of equity.  The
Company has full corporate power and authority necessary to enter into and
deliver the Transaction Documents and to perform its obligations
thereunder.

     

    (d)           Capitalization and
Additional
Issuances.   The authorized and outstanding capital stock
of the Company and Subsidiaries on a fully diluted basis as of the date of this
Agreement and the Closing Date (not including the Purchased Shares) are set
forth on Schedule 4(d).  Except as set
forth on Schedule 4(d), there are no options,
warrants, or rights to subscribe to, securities, rights, understandings or
obligations convertible into or exchangeable for or giving any right to
subscribe for any shares of capital stock or other equity interest of the
Company or any of the Subsidiaries.  The only officer, director,
employee and consultant stock option or stock incentive plan or similar plan
currently in effect or contemplated by the Company is described on Schedule
4(d).  There are no outstanding agreements or preemptive or
similar rights affecting the Company’s common stock.

     

    (e)           Consents.  No
consent, approval, authorization or order of any court, governmental agency or
body or arbitrator having jurisdiction over the Company, or any of its
Affiliates, the Over The Counter Bulletin Board (the “Bulletin Board”) or the
Company’s shareholders is required for the execution by the Company of the
Transaction Documents and compliance and performance by the Company of its
obligations under the Transaction Documents, including, without limitation, the
issuance and sale of the Purchased Shares.  The Transaction Documents
and the Company’s performance of its obligations thereunder have been
unanimously approved by the Company’s Board of Directors.  No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority in the
world, including without limitation, the United States, or elsewhere is required
by the Company or any Affiliate of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except as would
not otherwise have a Material Adverse Effect or the consummation of any of the
other agreements, covenants or commitments of the Company or any Subsidiary
contemplated by the other Transaction Documents. Any such qualifications and
filings will, in the case of qualifications, be effective on the Closing and
will, in the case of filings, be made within the time prescribed by
law.

     

    
      
        
        

      

      
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    (f)           No Violation or
Conflict.  Assuming the representations and warranties of the
Subscriber in Section 3 are true and correct, neither the issuance nor sale of
the Purchased Shares nor the performance of the Company’s obligations under this
Agreement and all other Transaction Documents entered into by the Company
relating thereto will:

     

    (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the articles or certificate of
incorporation, charter or bylaws of the Company, (B) to the Company’s knowledge,
any decree, judgment, order, law, treaty, rule, regulation or determination
applicable to the Company of any court, governmental agency or body, or
arbitrator having jurisdiction over the Company or over the properties or assets
of the Company or any of its Affiliates, (C) the terms of any bond, debenture,
note or any other evidence of indebtedness, or any agreement, stock option or
other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its Affiliates is a party, by which
the Company or any of its Affiliates is bound, or to which any of the
properties of the Company or any of its Affiliates is subject, or (D) the terms
of any “lock-up” or similar provision of any underwriting or similar agreement
to which the Company, or any of its Affiliates is a party except the violation,
conflict, breach, or default of which would not have a Material Adverse Effect;
or

     

    (ii)           result
in the creation or imposition of any lien, charge or encumbrance upon the
Purchased Shares or any of the assets of the Company or any of its Affiliates
except in favor of Subscriber as described herein; or

     

    (iii)           result
in the activation of any anti-dilution rights or a reset or repricing of any
debt, equity or security instrument of any creditor or equity holder of the
Company, or the holder of the right to receive any debt, equity or security
instrument of the Company nor result in the acceleration of the due date of any
obligation of the Company; or

     

    (iv)           result
in the triggering of any piggy-back or other registration rights of any person
or entity holding securities of the Company or having the right to receive
securities of the Company.

     

    (g)          The Purchased
Shares.  The Purchased Shares upon issuance:

     

    (i)           are,
or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject only to restrictions upon transfer under the 1933 Act and
any applicable state securities laws;

    


    (ii)           have
been, or will be, duly and validly authorized and on the date of issuance of the
Purchased Shares, the Purchased Shares will be duly and validly issued, fully
paid and nonassessable or if registered pursuant to the 1933 Act and resold
pursuant to an effective registration statement or exempt from registration will
be free trading, unrestricted and unlegended;

     

    (iii)           will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Company or rights to acquire
securities of the Company; and


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (iv)           will
not subject the holders thereof to personal liability by reason of being such
holders.

     

    (h)           Litigation.  There
is no pending or, to the best knowledge of the Company, threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its Affiliates that
would affect the execution by the Company or the complete and timely performance
by the Company of its obligations under the Transaction
Documents.  Except as disclosed in the Reports, there is no pending
or, to the best knowledge of the Company, basis for or threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its Affiliates which
litigation if adversely determined would have a Material Adverse
Effect.

     

    (i)           No Market
Manipulation.  The Company and its Affiliates have not taken,
and will not take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of the common stock to facilitate the sale or resale of the Purchased
Shares or affect the price at which the Purchased Shares may be issued or
resold.

     

    (j)           Information Concerning
Company.  The Reports and Other Written Information contain all
material information relating to the Company and its operations and financial
condition as of their respective dates which information is required to be
disclosed therein.   Since May 31, 2009 and except as modified in
the Reports and Other Written Information or in the Schedules hereto, there has
been no Material Adverse Effect relating to the Company’s business, financial
condition or affairs. The Reports and Other Written Information, including the
financial statements included therein do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, taken as a whole, not misleading in
light of the circumstances and when made.

     

    (k)           Defaults.  The
Company is not in material violation of its articles of incorporation or
bylaws.   The Company is (i) not in default under or in violation
of any other material agreement or instrument to which it is a party or by which
it or any of its properties are bound or affected, which default or violation
would have a Material Adverse Effect, (ii) not in default with respect to any
order of any court, arbitrator or governmental body or subject to or party to
any order of any court or governmental authority arising out of any action, suit
or proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters which default would
have a Material Adverse Effect, or (iii) not in violation of any statute, rule
or regulation of any governmental authority which violation would have a
Material Adverse Effect.


    
      
         


      

      
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    (l)          
 No Integrated
Offering.   Neither the Company, nor any of its
Affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security of the Company nor solicited
any offers to buy any security of the Company under circumstances that would
cause the offer of the Purchased Shares pursuant to this Agreement to be
integrated with prior offerings by the Company for purposes of the 1933 Act or
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of the Bulletin Board.  No prior
offering will impair the exemptions relied upon in this Offering or the
Company’s ability to timely comply with its obligations
hereunder.  Neither the Company nor any of its Affiliates will take
any action or steps that would cause the offer or issuance of the Purchased
Shares to be integrated with other offerings which would impair the exemptions
relied upon in this Offering or the Company’s ability to timely comply with its
obligations hereunder.  The Company will not conduct any offering
other than the transactions contemplated hereby that may be integrated with the
offer or issuance of the Purchased Shares that would impair the exemptions
relied upon in this Offering or the Company’s ability to timely comply with its
obligations hereunder.

     

    (m)          No General
Solicitation.  Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D/Regulation S under the 1933 Act) in connection with the offer or
sale of the Purchased Shares.

     

    (n)           No Undisclosed
Liabilities.  The Company has no liabilities or obligations
which are material, individually or in the aggregate, other than those incurred
in the ordinary course of the Company businesses since May 31, 2009 and
which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect, except as disclosed in the Reports or on Schedule 4(n).

     

    (o)           No Undisclosed Events or
Circumstances.  Since May 31, 2009, except as disclosed in the
Reports, no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.

     

    (p)           Reserved.

     

    (q)           No Disagreements with
Accountants and Lawyers. There are no disagreements of any kind
presently existing, or reasonably anticipated by the Company to arise between
the Company and the accountants and lawyers previously and presently employed by
the Company, including but not limited to disputes or conflicts over payment
owed to such accountants and lawyers, nor have there been any such disagreements
during the two years prior to the Closing Date, in each case, that could cause a
Material Adverse Effect.

    


    (r)           Foreign Corrupt
Practices.  Neither the Company, nor to the knowledge of the
Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is  in violation of law, or (iv)
violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.


    
      
         


      

      
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    (s)           Reporting
Company.  The Company is a publicly-held company subject to
reporting obligations pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “1934
Act”).  Pursuant to the provisions of the 1934 Act, the Company
has timely filed all reports and other materials required to be filed thereunder
with the Commission during the preceding twelve months.

    


    (t)           Listing.  The
Company’s common stock is quoted on the Bulletin Board currently under the
symbol “CHNC”.  The Company has not received any oral or written
notice that its common stock is not eligible nor will become ineligible for
quotation on the Bulletin Board nor that its common stock does not meet all
requirements for the continuation of such quotation.  The Company
satisfies all the requirements for the continued quotation of its common stock
on the Bulletin Board.

    


    (u)           Reserved.

    


    (v)           Environmental
Compliance. Since their inception, neither the Company, nor any of its
Subsidiaries have been, in violation of any applicable law relating to the
environment or occupational health and safety, where such violation would have a
Material Adverse Effect. The Company and its Subsidiaries (i) are in compliance
with any and all Environmental Laws (as hereinafter defined), (ii) have received
all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so
comply could be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect. “Environmental Laws” shall mean
all applicable laws relating to the protection of the environment including,
without limitation, all requirements pertaining to reporting, licensing,
permitting, controlling, investigating or remediating emissions, discharges,
releases or threatened releases of hazardous substances, chemical substances,
pollutants, contaminants or toxic substances, materials or wastes, whether
solid, liquid or gaseous in nature, into the air, surface water, groundwater or
land, or relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of hazardous substances, chemical
substances, pollutants, contaminants or toxic substances, material or wastes,
whether solid, liquid or gaseous in nature. Other than as disclosed on Schedule 4(v), the Company and each of its
Subsidiaries are also in compliance with all other limitations, restrictions,
conditions, standards, requirements, schedules and timetables required or
imposed under all Environmental Laws. There are no past or present events,
conditions, circumstances, incidents, actions or omissions relating to or in any
way affecting the Company or its Subsidiaries that violate or may violate any
Environmental Law after the Closing Date or that may give rise to any
environmental liability, or otherwise form the basis of any claim, action,
demand, suit, proceeding, hearing, study or investigation (i) under any
Environmental Law, or (ii) based on or related to the manufacture, processing,
distribution, use, treatment, storage (including without limitation underground
storage tanks), disposal, transport or handling, or the emission, discharge,
release or threatened release of any hazardous substance where, in each of the
foregoing clauses (i) and (ii), the failure to so comply could be reasonably
expected to have, individually or in the aggregate, a Material Adverse
Effect.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (w)           Employees. Except as
disclosed on Schedule
4(w), neither the
Company nor any Subsidiary has any collective bargaining arrangements or
agreements covering any of its employees. Except as disclosed in the Reports or
Other Written Information, neither the Company nor any Subsidiary has any
employment contract, agreement regarding proprietary information,
non-competition agreement, non-solicitation agreement, confidentiality
agreement, or any other similar contract or restrictive covenant, relating to
the right of any officer, employee or consultant to be employed or engaged by
the Company or such Subsidiary required to be disclosed with the Commission or
on the Form 8-K that is not so disclosed. Since May 31, 2009, no officer,
consultant or key employee of the Company or any Subsidiary whose termination,
either individually or in the aggregate, would have a Material Adverse Effect,
has terminated or, to the knowledge of the Company, has any present intention of
terminating his or her employment or engagement with the Company or any
Subsidiary.

    


    (x)           Public Utility Holding
Company Act; Investment Company Act and U.S. Real Property Holding Corporation
Status. The Company is not a “holding company” or a “public utility
company” as such terms are defined in the Public Utility Holding Company Act of
1935, as amended. The Company is not, and as a result of and immediately upon
the Closing will not be, an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of
1940, as amended.  The Company is not and has never been a U.S. real
property holding corporation within the meaning of Section 897 of the Internal
Revenue Code of 1986, as amended.

    


    (y)            ERISA. No liability
to the Pension Benefit Guaranty Corporation has been incurred with respect to
any Plan (as defined below) by the Company or any of its Subsidiaries which is
or would be materially adverse to the Company and its subsidiaries. The
execution and delivery of this Agreement and the other Transaction Documents and
the issuance and sale of the Purchased Shares will not involve any transaction
which is subject to the prohibitions of Section 406 of ERISA or in connection
with which a tax could be imposed pursuant to Section 4975 of the Internal
Revenue Code of 1986, as amended, provided, that, if any of the Subscribers, or
any person or entity that owns a beneficial interest in any of the Subscribers,
is an “employee pension benefit plan” (within the meaning of Section 3(2) of
ERISA) with respect to which the Company is a “party in interest” (within the
meaning of Section 3(14) of ERISA), the requirements of Sections 407(d)(5) and
408(e) of ERISA, if applicable, are met. As used in this Section 2.1(bb), the
term “Plan” shall mean
an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is
or has been established or maintained, or to which contributions are or have
been made, by the Company or any Subsidiary or by any trade or business, whether
or not incorporated, which, together with the Company or any Subsidiary, is
under common control, as described in Section 414(b) or (c) of the
Code.


    
      
         


      

      
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    (z)           Independent Nature of
Subscribers. The Company acknowledges that the obligations of each
Subscriber under the Transaction Documents are several and not joint with the
obligations of any other Subscriber, and no Subscriber shall be responsible in
any way for the performance of the obligations of any other Subscriber
under the Transaction Documents. The Company acknowledges that the decision of
each Subscriber to purchase securities pursuant to this Agreement has been made
by such Subscriber independently of any other Subscriber and independently of
any information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or of its Subsidiaries
which may have been made or given by any other Subscriber or by any agent or
employee of any other Subscriber, and no Subscriber or any of its agents or
employees shall have any liability to any Subscriber (or any other person)
relating to or arising from any such information, materials, statements or
opinions. The Company acknowledges that nothing contained herein, or in any
Transaction Documents, and no action taken by any Subscriber pursuant hereto or
thereto, shall be deemed to constitute the Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscribers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents. The Company acknowledges that each Subscriber shall be
entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Subscriber to
be joined as an additional party in any proceeding for such
purpose.

    


    (aa)          Sarbanes-Oxley Act.
The Company is in material compliance with the applicable provisions of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the
rules and regulations promulgated thereunder, that are effective and for which
material compliance by the Company is required as of the date
hereof.

    


    (bb)         PFIC.  Neither
the Company nor any of its Subsidiaries is or intends to become a “passive
foreign investment company” within the meaning of Section 1297 of the U.S.
Internal Revenue Code of 1986, as amended.

    


    (cc)          OFAC. Neither the
Company nor any of its Subsidiaries nor, to the knowledge of the Company, any
director, officer, agent, employee, Affiliate or person acting on behalf of any
of the Company or any of its Subsidiaries, is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the sale of the Purchased Shares,
or lend, contribute or otherwise make available such proceeds to any subsidiary
of the Company, joint venture partner or other person or entity, towards any
sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.

    


    (dd)         Money Laundering
Laws. The operations of each of the Company and its Subsidiaries are and
have been conducted at all times in compliance with the money laundering
requirements of all applicable governmental authorities and any related or
similar rules, regulations or guidelines, issued, administered or enforced by
any governmental authority (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental authority or
any arbitrator involving any of the Company or any of its Subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened.

    


    (ee)         Company Predecessor and
Subsidiaries.  The Company makes each of the representations
contained in Sections 4(a), (b), (c), (d), (e), (f), (h), (j), (k), (n), (o),
(p), (q), (r), (v), (w), (y), (aa), (bb), (cc) and (dd) of this Agreement,
as same relate or could be applicable to each Subsidiary.  All
representations made by or relating to the Company of a historical or
prospective nature and all undertakings described in Sections 8(f)
through 8(l) shall relate, apply and refer to the Company and its
predecessors and successors.  The Company represents that it owns all
of the equity of the Subsidiaries and rights to receive equity of the
Subsidiaries identified on Schedule 4(a), free and clear of all
liens, encumbrances and claims, except as set forth on Schedule 4(a).  The Company
further represents that the Subsidiaries have not been known by any other name
for the prior five years.


    
      
         


      

      
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    (ff)          Solvency. Based on
the financial condition of the Company as of the Closing Date after giving
effect to the receipt by the Company of the proceeds from the Offering (i) the
Company’s fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of the Company’s existing debts and other
liabilities (including known contingent liabilities) as they mature. The Company
does not intend to incur debts beyond its ability to pay such debts as they
mature.

    


    (gg)        Correctness of
Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscribers
prior to the Closing Date, shall be true and correct in all material respects as
of the Closing Date; provided, that, if such representation or warranty is made
as of a different date, in which case such representation or warranty shall be
true as of such date.

     

    (hh)        Survival.  The
foregoing representations and warranties shall survive for a period of twelve
(12) months after the Closing Date.

     

    (ii)           No
Brokers.  Neither the Company nor any Subsidiary has taken any
action which would give rise to any claim by any person for brokerage
commissions, finder’s fees or similar payments relating to this Agreement or the
transactions contemplated hereby, except for dealings with the Placement Agent,
whose commissions and fees will be paid by the Company and except as set forth
on Schedule 4(ii).

     

    5.           Regulation D/Regulation S Offering/Legal
Opinion.  The offer and issuance of the Purchased Shares to the
Subscribers is being made pursuant to the exemption from the registration
provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933
Act or Rule 506 of Regulation D and/or Regulation S promulgated
thereunder.  On the Closing Date, the Company will provide an opinion
reasonably acceptable to the Subscribers from the Company’s legal counsel
opining on the availability of an exemption from registration under the 1933 Act
as it relates to the offer and issuance of the Purchased Shares and other
matters reasonably requested by Subscribers.  A form of the Closing
Legal Opinion is annexed hereto as Exhibit D.  The Company will
provide, at the Company’s expense, such other legal opinions, if any, as are
reasonably necessary in each Subscriber’s opinion for the issuance and resale of
the Purchased Shares pursuant to an effective registration statement, Rule
144 under the 1933 Act or an exemption from registration.

     

    6.           Reserved.

     

    7.           Legal
Fees.   The Company shall pay to Anslow & Jaclin, LLP,
a fee of $25,000 as reimbursement for legal services rendered to the Subscribers
in connection with this Agreement and the purchase and sale of
the Offering.   The Subscriber’s legal fees and expenses (to
the extent known as of the Closing) will be payable out of funds held pursuant
to the Escrow Agreement.


    
      
         


      

      
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    8.           Covenants of the
Company.  The Company covenants and agrees with the Subscribers
as follows:

     

    (a)           Stop
Orders.  Subject to the prior notice requirement described in
Section 8(n), the Company will advise the Subscribers, within twenty-four hours
after it receives notice of issuance by the Commission, any state securities
commission or any other regulatory authority of any stop order or of any order
preventing or suspending any offering of any securities of the Company, or of
the suspension of the qualification of the common stock of the Company for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any such purpose.  The Company will not issue any stop transfer order
or other order impeding the sale, resale or delivery of any of the Purchased
Shares, except as may be required by any applicable federal or state securities
laws and unless contemporaneous notice of such instruction is given to the
Subscribers.

     

    (b)           Listing/Quotation.  The
Company will maintain the quotation or listing of its common stock on the
American Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq
Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of
the foregoing is at the time the principal trading exchange or market for the
common stock (the “Principal
Market”), and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market,
as applicable, as long as any Purchased Shares are outstanding. The Company will
provide Subscribers with copies of all notices it receives notifying the Company
of the threatened and actual delisting of the common stock from any Principal
Market.  As of the date of this Agreement and the Closing Date, the
Bulletin Board is and will be the Principal Market.

     

    (c)           Market
Regulations.  If required, the Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions contemplated by this Agreement, and
shall take all other necessary action and proceedings as may be required and
permitted by applicable law, rule and regulation, for the legal and valid
issuance of the Purchased Shares to the Subscribers and promptly provide copies
thereof to the Subscribers.

     

    (d)           Filing
Requirements.  From the date of this Agreement and until the
first to occur of (i) two (2) years after the Closing Date, or (ii) until the
Purchased Shares can be resold or transferred by the Subscribers pursuant to
Rule 144(b)(1)(i) (the date of such latest occurrence being the “End Date”), the Company will
(A) comply in all respects with its reporting and filing obligations under the
1934 Act, and (B) comply with all requirements related to any registration
statement filed pursuant to this Agreement.  The Company will use its
best efforts not to take any action or file any document (whether or not
permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate
or suspend such registration or to terminate or suspend its reporting and filing
obligations under said acts until the End Date.  Until the End Date,
the Company will continue the listing or quotation of the common stock on a
Principal Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal
Market.  The Company agrees to timely file a Form D with respect to
the Purchased Shares if required under Regulation D and to provide a copy
thereof to each Subscriber promptly after such filing.


    
      
         


      

      
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    (e)           Use of
Proceeds.   The proceeds of the Offering will be employed
by the Company for expenses of the Offering, and general working
capital.  Except as described on Schedule 8(e), the Purchase
Price may not and will not be used for accrued and unpaid officer and director
salaries, payment of financing related debt, redemption of outstanding notes or
equity instruments of the Company nor non-trade obligations outstanding on the
Closing Date.

     

    (f)           Corporate
Restructuring. The Company shall use its best efforts to undertake
such restructuring of its corporate structure as may be deemed reasonably
necessary by the investors’ legal counsel.

     

    (g)           Taxes.  From
the date of this Agreement and until the End Date, the Company will promptly pay
and discharge, or cause to be paid and discharged, when due and payable, all
lawful taxes, assessments and governmental charges or levies imposed upon the
income, profits, property or business of the Company; provided, however, that
any such tax, assessment, charge or levy need not be paid if the validity
thereof shall currently be contested in good faith by appropriate proceedings
and if the Company shall have set aside on its books adequate reserves with
respect thereto, and provided, further, that the Company will pay all such
taxes, assessments, charges or levies forthwith upon the commencement of
proceedings to foreclose any lien which may have attached as security
therefore.

     

    (h)           Reserved.

     

    (i)           Books and
Records.  From the date of this Agreement and until the End
Date, the Company will keep true records and books of account in which full,
true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally accepted
accounting principles applied on a consistent basis.

     

    (j)           Governmental
Authorities.   From the date of this Agreement and until
the End Date, the Company shall duly observe and conform in all material
respects to all valid requirements of governmental authorities relating to the
conduct of its business or to its properties or assets.

     

    (k)           Reserved.

     

    (l)           Properties.  From
the date of this Agreement and until the End Date, the Company will keep its
properties in good repair, working order and condition, reasonable wear and tear
excepted, and from time to time make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto; and the Company will at all
times comply with each provision of all leases and claims to which it is a party
or under which it occupies or has rights to property if the breach of such
provision could reasonably be expected to have a Material Adverse
Effect.  The Company will not abandon any of its assets except for
those assets which have negligible or marginal value or for which it is prudent
to do so under the circumstances.


    
      
         


      

      
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     (m)         Confidentiality/Public
Announcement.   From the date of this Agreement and until
the End Date, the Company agrees that except in connection with a Form 8-K and
the registration statement or statements regarding the Subscriber’s Purchased
Shares or in correspondence with the SEC regarding same, it will not disclose
publicly or privately the identity of the Subscriber unless expressly agreed to
in writing by a Subscriber or only to the extent required by law and then only
upon not less than three days prior notice to Subscriber.  In any
event and subject to the foregoing, the Company undertakes to file a Form 8-K
describing the Offering not later than the fourth (4th)
business day after the Closing Date.  Prior to the Closing Date, such
Form 8-K will be provided to Subscribers for their review and
approval.  In the Form 8-K, the Company will specifically disclose the
nature of the Offering and amount of common stock outstanding immediately after
the Closing.  Upon  delivery by the Company to the
Subscribers after the Closing Date of any notice or information, in writing,
electronically or otherwise, and while the Purchased Shares are held by
Subscribers, unless the  Company has in good faith determined that the
matters relating to such notice do not constitute material, nonpublic
information relating to the Company or
Subsidiaries, the Company  shall within one business day after
any such delivery publicly disclose such  material,  nonpublic 
information on a Report on Form 8-K, provided, however, that
the Company will have no obligation to file any Report on Form 8-K with respect
to (i) any information contained in the registration statement relating to the
registration of the Registrable Shares, submitted for investors’ review pursuant
to Section 10 herein, and (ii) the information as to currently contemplated
and/or negotiated financing transactions.  In the event that
the Company believes that a notice or communication to
Subscribers contains material, nonpublic information relating to the Company or
Subsidiaries, the Company shall so indicate to Subscribers prior to delivery of
such notice or information.  Subscribers will be granted sufficient
time to notify the Company that such Subscriber elects not to receive such
information.   In such case, the Company will not deliver such
information to Subscribers.  In the absence of any such
indication, Subscribers shall be allowed to presume that all matters
relating to such notice and information do not constitute material,
nonpublic information relating to the Company or
Subsidiaries.

     

    (n)           Non-Public
Information.  The Company covenants
and agrees that except for the Reports, Other Written Information and schedules and exhibits
to this Agreement and the Transaction Documents, which information the Company
undertakes to publicly disclose on the Form 8-K described in Section
8(m) above and except for the information as to
currently contemplated and/or negotiated financing
transactions, neither it
nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel
with any information that the Company believes constitutes material non-public
information, unless
prior thereto such
Subscriber shall have
agreed in writing to accept such information.  The Company understands
and confirms that each
Subscriber shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

     

    (o)           Reserved.

     

    (p)           Lockup
Agreement.   The Company will deliver to the Subscribers
on or before the Closing Date, and enforce the provisions of, irrevocable lockup
agreements (“Lockup
Agreement”) in the form annexed hereto as Exhibit C, with the persons identified
on Schedule 8(p).


    
      
         


      

      
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    (q)           Board of Directors.
 As soon as possible, but no later than the earlier of (i) ninety (90) days
after the Nomination Date (as defined below), or (ii) one hundred twenty (120)
days from the Closing Date (the “Uplisting Board Date”), the Company shall
comply with all Nasdaq Corporate Governance standards relating to the
appointment of a required number of independent directors (the “Uplisting
Board”).  Trillion Growth China General Partner and Opus
Holdings Two, Ltd. shall each have the right to nominate one (1) board member,
which nomination shall be made within forty five (45) days after the Closing
(the “Nomination Date”), and such nomination and approval shall not be
unreasonably withheld or delayed by the Company. In the event that the Company
fails to comply with such requirements by the Uplisting Board Date, the
Company shall pay to each Subscriber, an amount in cash, as partial liquidated
damages and not as a penalty, equal to 0.5% of the Purchase Price for each
thirty (30) day period that this Section is not complied with (the “Board Penalty”) payable on the
first business day of each monthly anniversary after the Uplisting Board Date
until the Uplisting Board is seated, provided,
however, that such liquidated damages shall not exceed 10% of the Purchase Price
paid by the Purchasers. In no event shall the total amount of the liquidated
damages payable under this Section 8(q) and the liquidated damages payable under
any other section of this Agreement exceed in aggregate 15% of the Purchase
Price. In the event that the Trillion Growth China General
Partner fails to nominate directors within the period of time set forth
herein, no liquidated damages under this Section 8(q) shall accrue, and the
ninety (90) day period of time designated for compliance with the Company’s
obligation under this Section 8(q) shall be tolled, until such time as both
Trillion Growth China General Partner and Opus Holdings Two, Ltd. nominate
such directors. In the event that the Company enters into a subsequent
capital-raising transaction of at least ten million dollars ($10,000,000)
within ninety (90) days of the Closing (the “Qualified Offering”), one (1)
board member previously nominated by either Trillion Growth China General
Partner or Opus Holdings Two, Ltd. may be reseated at the request of
the new investors. Each director nominated by Trillion Growth China General
Partner and Opus Holdings Two, Ltd. shall enter into an agreement with the
Company to the effect of the foregoing.

    


    (r)           Uplisting. The
Company shall complete an uplisting of its common stock on the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select or any successor
market thereto (collectively, “Nasdaq”), NYSE Amex or any
successor market thereto, or NYSE or any successor market thereto (together with
Nasdaq and NYSE Amex, each a “National Stock Exchange”) at
the earliest possible date but not later than the date which is twenty four (24)
months after the Closing Date (the “Uplisting Date”). In the event
that the Company does not achieve the uplisting by the Uplisting Date, the
Company shall pay to each Subscriber, an amount in cash as partial liquidated
damages, equal to 0.5% of the Purchase Price paid by such Subscriber pursuant to
this Agreement for each thirty (30) day period that this Section is not complied
with (the “Uplisting
Penalty”) payable on the first business day of each monthly anniversary
after the Uplisting Date, provided,
however, that such liquidated damages shall not exceed 10% of the Purchase Price
paid by the Purchasers. In no event shall the total amount of the liquidated
damages payable under this Section 8(r) and the liquidated damages payable under
any other section of this Agreement exceed in aggregate 15% of the Purchase
Price.


    
      
         


      

      
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    (s)          Investor Relations
Escrow.  The Company shall be obligated to commit to a three
year investor relations program (the “IR Commitment Period”) and shall cause to
be deposited, pursuant to the terms of the Investor Relations Escrow Agreement
set forth in Exhibit B,
One Hundred Twenty Thousand Dollars ($120,000) of the total Purchase Price (the
“IR Escrow Funds”) in an escrow account at Anslow & Jaclin, LLP to be used
by the Company in connection with investor relations services.  During
the IR Commitment Period, on each yearly anniversary of the date of this
Agreement, the Company shall reimburse the escrow account so that the balance of
funds in the escrow account equals the IR Escrow Funds.  Such amount
will be payable pursuant to the Investor Relations Escrow
Agreement.

     

    (t)           Investor Relations Firm.
Within thirty (30) days after the Closing Date, the Company shall retain an
investor relations firm for the Company’s investor relations
services. Such engagement shall be subject to approval by Trillion Growth
China General Partner, which approval shall not be unreasonably
withheld.

     

    (u)          Chief Financial
Officer. As soon as possible following the Closing, but no later than the
earlier of (x) six (6) months after the Closing Date, or (y) three (3) months
after the closing of the Qualified Offering, the Company shall appoint an
individual to serve as Chief Financial Officer of the Company who is fluent in
English, and who shall be mutually acceptable to the Company and Trillion Growth
China General Partner.  In the event that the Company fails to appoint an
individual to serve as the Chief Financial Officer in accordance with the time
frame provided in this Section, the Company shall pay to each Subscriber, an
amount in cash, as partial liquidated damages and not as a penalty, equal to 1%
of the Purchase Price paid by such Subscriber pursuant to this Agreement, for
each thirty (30) day period that this Section is not complied with. 
Liquidated damages payable by the Company pursuant to this Section shall be
payable on the first (1st)
business day after each thirty (30) day period that the terms of this Section
are not complied with, provided,
however, that such liquidated damages shall not exceed 10% of the Purchase Price
paid by the Purchasers. In no event shall the total amount of the liquidated
damages payable under this Section 8(u) and the liquidated damages payable under
any other section of this Agreement exceed in aggregate 15% of the Purchase
Price.  Notwithstanding the foregoing, Trillion Growth China General
Partner shall not unreasonably withhold approval of the Chief Financial Officer
identified by the Company, and if such approval is unreasonably withheld, the
Company shall not be obligated to pay any liquidated damages under this
Section.

     

    (v)          Internal Control
Consultant.  Within fourteen (14) months following the Closing
Date, the Company shall hire an internal control consultant or an independent
internal control consultant (the “SOX
Consultant”).  The SOX Consultant shall review the internal
controls already established by the Company.  In the event that the
Company fails to hire a SOX Consultant within fourteen (14) months following the
Closing Date, the Company shall pay to each Subscriber an amount in cash, as
partial liquidated damages and not as a penalty, equal to 0.5% of the Purchase
Price paid by such Subscriber pursuant to this Agreement, for each thirty (30)
day period that this Section is not complied with.  Liquidated damages
payable by the Company pursuant to this Section shall be payable on the first
(1st)
business day after each thirty (30) day period that the terms of this Section
are not complied with, provided, however, that such liquidated damages shall not
exceed 10% of the Purchase Price paid by the Purchasers. In no event shall the
total amount of the liquidated damages payable under this Section 8(v) and the
liquidated damages payable under any other section of this Agreement exceed in
aggregate 15% of the Purchase Price. Notwithstanding anything to the contrary
herein, should the Company determine during the last fiscal quarter of its
fiscal year ending May 31, 2010 that it will cease to qualify as smaller
reporting company, as defined in the Securities Act, as of the end of that
fiscal year, it shall hire the SOX Consultant by May 31, 2010.


    
      
         


      

      
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    (w)         Transfer
Agent.  Within one hundred eighty (180) days from the Closing
Date, the Company shall engage a transfer agent that is a participant in the
Fast Automated Securities Transfer system. Such engagement shall be subject to
approval by Trillion Growth China General Partner, which approval shall not be
unreasonably withheld.

    


    (x)           Additional Negative
Covenants.  From the date of this Agreement and until the End
Date, the Company will not and will not permit any of its Subsidiaries, without
the written consent of the Subscribers, to directly or indirectly:

    


    (i)           engage
in any business other than businesses engaged in or proposed to be engaged in by
the Company on the Closing Date or businesses similar thereto;

    


    (ii)          merge
or consolidate with any person or entity (other than mergers of wholly owned
subsidiaries into the Company), or sell, lease or otherwise dispose of its
assets other than in the ordinary course of business involving an aggregate
consideration of more than ten percent (10%) of the book value of its assets on
a consolidated basis in any 12-month period, or liquidate, dissolve,
recapitalize or reorganize;

    


    (iii)         incur
any indebtedness for borrowed money or become a guarantor or otherwise
contingently liable for any such indebtedness except for obligations incurred in
the ordinary course of business;

    


    (iv)        
enter into any new agreement or make any amendment to any existing agreement,
which by its terms would restrict the Company’s performance of its obligations
to holders of the Purchased Shares pursuant to this Agreement or any Transaction
Documents;

    


    (v)          enter
into any agreement with any holder or prospective holder of any securities of
the Company, except for CDIB Capital (Korea) Ltd., providing for the granting to
such holder of registration rights, preemptive rights, special voting rights or
protection against dilution; or

    


    (vi)         enter
into any agreement, except for agreements with CDIB Capital (Korea) Ltd.,
resulting in the key shareholder owning less than 50% of the issued and
outstanding shares of common stock of the Company.


    
      
         


      

      
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    9.            Covenants of the Company
Regarding Indemnification.

     

    (a)           The
Company agrees to indemnify, hold harmless, reimburse and defend the Subscriber,
the Subscriber’s officers, directors, agents, Affiliates, members, managers,
control persons, and principal shareholders, against any claim, cost, expense,
liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the Subscriber or any such person which
results, arises out of or is based upon (i) any material misrepresentation by
the Company or breach of any representation or warranty by the Company in this
Agreement or in any Exhibits or Schedules attached hereto in any Transaction
Documents, or (ii) after any applicable notice and/or cure periods, any breach
or default in performance by the Company of any material covenant or undertaking
to be performed by the Company hereunder, or any other material agreement
entered into by the Company and Subscriber relating hereto.

     

    (b)           Notwithstanding
the forgoing, in no event shall the liability of the Subscriber or permitted
successor hereunder, or under any Transaction Documents or other agreement
delivered in connection herewith, exceed the Purchase Price paid by such
Subscriber.

     

    (c)           The
procedures set forth in Section 10(h) shall apply to the indemnification set
forth in Section 9.

    


    10.          Registration
Rights.

     

    (a)          Demand
Registration.  If at anytime (a) there is no effective
Registration Statement with respect to Registrable Shares and (b) not all of the
outstanding Registrable Shares may be sold without registration pursuant to Rule
144 under the 1933 Act, then Holders that (A) as of the date of this Agreement
(directly or with their affiliates) held Registrable Shares representing more
than 50% of the Registrable Shares then outstanding and (B) at the time of the
written demand hold a number of shares of Common Stock that is equal to at least
the Floor Amount (as such term is hereinafter defined) as of the date of such
written demand (individually, a “Demanding Holder” and
collectively, the “Demanding
Holders”), may make a written demand for registration (a “Demand Registration” and the
registration statement to be filed pursuant to such Demand Registration, the
“Demand Registration
Statement”) under the 1933 Act of the sale of all or part of its
Registrable Shares. Any request for a Demand Registration shall specify the
number of shares (or other amount) of Registrable Shares proposed to be sold and
the intended method(s) of distribution thereof (such written demand, the “Demand Notice”). The Company
will notify the Holders other than the Demanding Holder of the Demand
Registration (each such Holder including Shares of its Registrable Shares in
such registration, a “Participating Holder”) as soon
as practicable, and each such other Holder who wishes to include all or a
portion of its Registrable Shares of the type that are the subject of the Demand
Registration Statement proposed to be filed in such Demand Registration
Statement shall so notify the Company within fifteen (15) days after receipt of
such notice (the “Demanding
Holders’ Deadline”).  The Company shall use its best efforts to
file such Demand Registration Statement within forty five (45) days (the “Required Filing Date”) after
receiving the Demand Notice, and use its best efforts to respond to any comments
to the Demand Registration Statement, received from the Commission, not later
than thirty (30) days after receipt of such comments (the “Required Response Date”). The
Company shall not be obligated (x) to effect more than two (2) Demand
Registrations under this Section 10(a) in respect of Registrable Shares or (y)
to file any Demand Registration Statement before January 31,
2010.  “Floor
Amount” means 5% of the outstanding shares of Common Stock, provided that
the Floor Amount shall be calculated by dividing (x) the sum of the number of
outstanding shares held by the Demanding  Holders and all shares
issuable to such Demanding Holders upon exercise or conversion of other
securities of the Company held by the Demanding Holders by (y) the number of
shares outstanding; provided, that, the
number of shares outstanding referenced in the foregoing clause (y) shall not
include any shares (A) issued under employee benefit or compensation
arrangements approved by the Board of Directors, (B) issued to all shareholders
of the Company as dividends or in connection with stock splits or similar
transactions, (C) issued to persons unaffiliated with the Company as
consideration for the Company’s acquisition of assets or securities of such
persons or (D) issuable upon conversion or exercise of any options, warrants, or
other exchangeable securities.


    
      
         


      

      
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    (b)          Piggy-Back
Registration. If at any time when there is not an effective Registration
Statement providing for the resale of all of the Registrable Shares, the Company
shall determine to prepare and file with the Commission a Registration Statement
relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities (other than for an underwritten
offering or on Form S-4 or Form S-8, each as promulgated under the 1933 Act, or
their then equivalents), the Company shall send to each Holder of Registrable
Shares written notice of such determination.  If within thirty (30)
days after receipt of such notice, or within such shorter period of time as may
be specified by the Company in such written notice as may be necessary for the
Company to comply with its obligations with respect to the timing of the filing
of such Registration Statement, any such Holder shall so request in writing,
(which request shall specify the Registrable Shares intended to be registered),
the Company will use commercially reasonable efforts to cause the registration
under the 1933 Act of all Registrable Shares which the Company has been so
requested to register by the Holder.

     

    (c)          Mandated Reduction of
Registrable Shares.  If, for any reason, the Commission
requires that the number of Registrable Shares to be registered for resale
pursuant to the Registration Statement in connection with any Registration
Statement, be reduced, such reduction (the “Cut Back Shares”) shall be
allocated pro rata among the Holders whose shares have been included in such
Registration Statement until the reduction required by the Commission is
effected. No liquidated damages under Section 10(d) shall accrue on or as to any
Cut Back Shares.

     

    (d)          Registration
Procedures. If and whenever the Company is required by the provisions of
Section 10(a) to effect the registration of any Registrable Shares under the
1933 Act, the Company will, as expeditiously as possible:

     

    (i)           subject
to the timelines provided in this Agreement, prepare and file with the
Commission a registration statement required by Section 10, with respect to such
securities and use its best commercially reasonable efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as herein provided), and promptly
provide to Subscriber’s Counsel copies of all filings and Commission letters of
comment and notify the Subscribers (by telecopier and by e-mail addresses
provided by the Subscribers) on or before the second  business day
thereafter that the Company receives notice that (i) the Commission has no
comments or no further comments on the registration statement, and (ii) the
registration statement has been declared effective;

     

    (ii)           prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective until such registration
statement has been effective for the earlier of (a) a period of two (2) years,
or (b) until the Purchased Shares can been sold by the Subscribers pursuant to
Rule 144 without volume restrictions;


    
      
         


      

      
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    (iii)          furnish
to the Subscribers, at the Company’s expense, such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such Subscribers reasonably may request in order to
facilitate the public sale or their disposition of the securities covered by
such registration statement or make them electronically available;

     

    (iv)         use
its reasonable best efforts to register or qualify the Registrable Shares
covered by such registration statement under the securities or “blue sky” laws
of such jurisdictions as the Subscribers shall request in writing, provided,
however, that the Company shall not for any such purpose be required to qualify
to transact business as a foreign corporation in any jurisdiction where it is
not so qualified or to consent to service of process in any such
jurisdiction;

     

    (v)          Reserved;

     

    (vi)         notify
the Subscribers within twenty-four hours of the Company’s becoming aware that a
prospectus relating thereto is required to be delivered under the 1933 Act, of
the happening of any event of which the Company has knowledge as a result of
which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing or which
becomes subject to a Commission, state or other governmental order suspending
the effectiveness of the registration statement covering any of the Registrable
Shares. Each Subscriber hereby covenants that it will not sell any Registrable
Shares pursuant to such prospectus during the period commencing at the time at
which the Company gives such Subscriber notice of the suspension of the use of
such prospectus in accordance with this Section 10(d)(vi) and ending at the time
the Company gives such Subscriber notice that such Subscriber may thereafter
effect sales pursuant to the prospectus, or until the Company delivers to such
Subscriber or files with the Commission an amended or supplemented
prospectus.

     

    (e)          Provision of
Documents.  It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Shares of a
particular Subscriber that such Subscriber shall furnish to the
Company in writing such information and representation letters, including a
completed form of the Selling Securityholder Questionnaire attached as Exhibit E hereto, with respect to
itself and the proposed distribution by it as the Company may reasonably request
to assure compliance with federal and applicable state securities laws. This
Section 10(e) shall only be applicable to the Subscribers listed on Schedule
10(e).


    
      
         


      

      
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    (d)          Non-Registration
Events.  The Company and the Subscribers agree that the
Subscribers will suffer damages if the Registration Statement is not filed by
the Required Filing Date and if the Company does not respond to comments
the Registration Statement received from the Commission by the Required Response
Date, and it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly, (A) the Registration Statement is not filed
on or before the Required Filing Date, or (B) the Company fails to respond to
the comments to the Registration Statement, received from the Commission,
by the Required Response Date (each such event referred to in clauses A and B of
this Section 10(d), a “Non-Registration Event”), then
the Company shall deliver to the Subscribers, as liquidated damages (“Liquidated Damages”), an
amount equal to one-half percent (0.5%) of the Purchase Price of the Purchased
Shares owned of record by such holder for each subsequent thirty (30) day period
(pro rata for any period less than thirty days) which are subject to such
Non-Registration Event, provided, however
that in no event shall the total liquidated damages payable under this Section
10(d) exceed in aggregate 5% of the Purchase Price. In no event shall the
total amount of the liquidated damages payable under this Section 10(d) and the
liquidated damages payable under any other section of this Agreement exceed in
aggregate 15% of the Purchase Price. The Company must pay the Liquidated Damages
in cash. The Liquidated Damages must be paid within one (1) day after the end of
each thirty (30) day period or shorter part thereof for which Liquidated
Damages are payable. In the event a Registration Statement is filed by the
Required Filing Date but is withdrawn prior to being declared effective by the
Commission, then such Registration Statement will be deemed to have not been
filed. Notwithstanding the foregoing, the Company shall not be liable to any
Subscriber under this Section 10(d) for any events or delays occurring as a
consequence of the acts or omissions of such Subscriber contrary to the
obligations undertaken by Subscribers in this Agreement.

     

    (f)           Reserved.

     

    (g)          Expenses.  All
expenses incurred by the Company in complying with Section 10, including,
without limitation, all registration and filing fees, printing expenses (if
required), fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable counsel fees) incurred
in connection with complying with state securities or “blue sky” laws, fees of
the FINRA, transfer taxes, and fees of transfer agents and registrars, are
called “Registration Expenses.” The Company
will pay all Registration Expenses in connection with any registration statement
described in Section 10.

     

    (h)         Indemnification and
Contribution.

     

    (i)           In
the event of a registration of any Registrable Shares under the 1933 Act
pursuant to Section 10, the Company will, to the extent permitted by law,
indemnify and hold harmless the Subscriber, each of the officers, directors,
agents, Affiliates, members, managers, control persons, and principal
shareholders of the Subscriber, each underwriter of such Registrable Shares
thereunder and each other person, if any, who controls such Subscriber or
underwriter within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities, joint or several, to which the Subscriber, or such
underwriter or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Shares was registered under the 1933 Act pursuant
to Section 10, any preliminary prospectus or final prospectus contained therein,
or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances when made, and will subject to the provisions of
Section 10(h)(iii) reimburse the Subscriber, each such underwriter and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable to
the Subscriber to the extent that any such damages arise out of or are based
upon an untrue statement or omission made in any preliminary prospectus if (i)
the Subscriber failed to send or deliver a copy of the final prospectus
delivered by the Company to the Subscriber with or prior to the delivery of
written confirmation of the sale by the Subscriber to the person asserting the
claim from which such damages arise, (ii) the final prospectus would have
corrected such untrue statement or alleged untrue statement or such omission or
alleged omission, or (iii) to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by any such Subscriber in writing specifically for use in such
registration statement or prospectus.


    
      
         


      

      
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    (ii)           In
the event of a registration of any of the Registrable Shares under the 1933 Act
pursuant to Section 10, each Subscriber severally but not jointly will, to the
extent permitted by law, indemnify and hold harmless the Company, and each
person, if any, who controls the Company within the meaning of the 1933 Act,
each officer of the Company who signs the registration statement, each director
of the Company, each underwriter and each person who controls any underwriter
within the meaning of the 1933 Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such officer, director,
underwriter or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement under which such Registrable Shares were registered under the 1933 Act
pursuant to Section 10, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Subscriber will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such Subscriber, as such,
furnished in writing to the Company by such Subscriber specifically for use in
such registration statement or prospectus, and provided, further, however, that
the liability of the Subscriber hereunder shall be limited to the net proceeds
actually received by the Subscriber from the sale of Registrable Shares pursuant
to such registration statement.


    
      
         


      

      
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    (iii)         Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 10(h)(iii) and shall only relieve it from any liability
which it may have to such indemnified party under this Section 10(f)(iii),
except and only if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 10(f)(iii) for any legal expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected,
provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnifying party shall
have reasonably concluded that there may be reasonable defenses available to
indemnified party which are different from or additional to those available to
the indemnifying party or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, the
indemnified parties, as a group, shall have the right to select one separate
counsel, reasonably satisfactory to the indemnified and indemnifying party, and
to assume such legal defenses and otherwise to participate in the defense of
such action, with the reasonable expenses and fees of such separate counsel and
other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.

     

    (iv)         In
order to provide for just and equitable contribution in the event of joint
liability under the 1933 Act in any case in which either (i) a Subscriber, or
any controlling person of a Subscriber, makes a claim for indemnification
pursuant to this Section 10(h) but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 10(h) provides for indemnification in such case, or (ii)
contribution under the 1933 Act may be required on the part of the Subscriber or
controlling person of the Subscriber in circumstances for which indemnification
is not provided under this Section 10(h); then, and in each such case, the
Company and the Subscriber will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that the Subscriber is responsible only for the
portion represented by the percentage that the public offering price of its
securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, provided,
however, that, in any such case, (y) the Subscriber will not be required to
contribute any amount in excess of the public offering price of all such
securities sold by it pursuant to such registration statement; and (z) no person
or entity guilty of fraudulent misrepresentation (within the meaning of Section
10(h) of the 1933 Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation and provided,
further, however, that the liability of the Subscriber hereunder shall be
limited to the net proceeds actually received by the Subscriber from the sale of
Registrable Shares pursuant to such registration statement.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    (g)          Reserved.

    


    11.         
Anti-dilution and
Purchase Rights.

    


    (a)           Right of First
Refusal.   Except for sales made to CDIB Capital (Korea)
Ltd. or its affiliates, during the period from the Closing Date through and
including the first anniversary of the Closing Date, the Subscribers shall be
given not less than ten business days prior written notice (the “Notice of Sale”) of any proposed
sale by the Company of its common stock or other securities or equity linked
debt obligations, except in connection with (i) full or partial consideration in
connection with a strategic merger, acquisition, consolidation or purchase of
substantially all of the securities or assets of corporation or other entity
which holders of such securities or debt are not at any time granted
registration rights, (ii) the Company’s issuance of securities in connection
with strategic license agreements and other partnering arrangements so long as
such issuances are not for the purpose of raising capital and which holders of
such securities or debt are not at any time granted registration rights, (iii)
the Company’s issuance of common stock or the issuances or grants of options to
purchase common stock to employees, directors, and consultants, including the
issuance of an undetermined amount of shares of common stock to certain
shareholders of the Company pursuant to that certain recapitalization of the
Company, and (iv) securities upon the exercise or exchange of or conversion of
any securities exercisable or exchangeable for or convertible into shares of
common stock issued and outstanding on the date of this Agreement and described
on Schedule 4(d)
(collectively the foregoing are “Excepted
Issuances”).  The Subscribers shall have the right during the
ten business days following receipt of the Notice of Sale (the “Notice Period”) to purchase in
the aggregate such offered common stock, debt or other securities in accordance
with the terms and conditions set forth in the Notice of Sale in the same
proportion as that of the Subscriber’s Purchase Shares in the
Offering.  In the event such terms and conditions are modified during
the Notice Period, the Subscribers shall be given prompt notice (the “Notice of Modification”) of
such modification and shall have the right during the ten business days
following the Notice of Modification to exercise such purchase
right.

     

    (b)          Most Favored Nations
Provision.   Other than in connection with Excepted
Issuances, (i) if at any time within 60 days following the Closing, the Company
shall issue any common stock or securities convertible into or exercisable for
shares of common stock (or modify any of the foregoing which may be outstanding)
to any person or entity at a price per share which shall be less than 115% of
the Purchase Price in effect at such time, or (ii) if at any time commencing 61
days following the Closing and ending 24 months following the Closing, the
Company shall issue any common stock or securities convertible into or
exercisable for shares of common stock (or modify any of the foregoing which may
be outstanding) to any person or entity at a price per share which shall be less
than 120% of the Purchase Price in effect at such time (collectively, the “Lower Price Issuance”),
without the consent of the Subscribers representing a majority of the Purchased
Shares, then the Company shall issue, for each such occasion, additional shares
of common stock to the Subscriber respecting those Purchased Shares that are
then still owned by the Subscriber at the time of the Lower Price Issuance so
that the average per share purchase price of the Purchased Shares owned by the
Subscriber on the date of the Lower Price Issuance is equal to such other lower
price per share.  The delivery to Subscriber of the additional shares
of common stock shall be not later than the closing date of the transaction
giving rise to the requirement to issue additional shares of common
stock.  Subscriber is granted the registration rights described in
Section 10 hereof in connection with such additional shares of common stock. For
purposes of the issuance and adjustment described in this paragraph, the
issuance of any security of the Company carrying the right to convert such
security into shares of common stock or of any warrant, right or option to
purchase common stock shall result in the issuance of the additional shares of
common stock upon the sooner of the agreement to or actual issuance of such
convertible security, warrant, right or option and again at any time upon any
subsequent issuances of shares of common stock upon exercise of such conversion
or purchase rights if such issuance is at a price lower than the Purchase Price
in effect upon such issuance.  Common stock issued or issuable by the
Company for no consideration or for consideration that cannot be determined at
the time of issue will be deemed issuable or to have been issued for $0.001 per
share of common stock. The rights of Subscriber set forth in this Section 11 are
in addition to any other rights the Subscriber has pursuant to this Agreement,
any Transaction Documents, and any other agreement referred to or entered into
in connection herewith or to which Subscriber and Company are parties.
Notwithstanding the foregoing, the provisions of this Section 11(b) can be waved
by sole consent of Trillion Growth China General Partner.


    
      
         


      

      
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    (c)          Roll-In Provision.
Other than in connection with Excepted Issuances, for a period of twelve (12)
months following the Closing or until the Company files a Registration Statement
pursuant to this Agreement, whichever is shorter, if the Company completes a
subsequent capital-raising transaction (a “Subsequent Financing”), then
each Subscriber shall have the right to exchange the then outstanding Purchased
Shares fully or partially for the securities issued in the Subsequent Financing
(“New Securities”) on a
pro-rata basis determined by dividing the Purchase Price by the purchase price
of such securities (the “Roll-In
Right”).  For example, if a Subscriber wishes to exchange 100
Purchased shares, such Subscriber would receive $390.00 of New Securities in
exchange for such Purchased Shares.  The Roll-In Right may be
exercised only once by each Subscriber.

     

    If the
Company has filed a Registration Statement pursuant to this Agreement and the
Company undertakes a Subsequent Financing within twelve (12) months following
the Closing in which the Company (i) issues any warrants to purchase shares of
the Company’s capital stock (the “Subsequent Financing
Warrants”), then each Subscriber shall receive its Warrant Pro Rata
Portion of any such Subsequent Financing Warrants on the closing of any such
Subsequent Financing, on the same terms, rights, privileges and conditions as
contemplated by such Subsequent Financing or (ii) issues any security that pays
interest, dividends (other than dividends on common stock available to all
holders thereof) or similar consideration (collectively, the “Cash Payment”), then each
Subscriber shall receive its Pro Rata Payment, consisting of either (x) cash, or
(y) restricted shares of the Company’s common stock, in each case at the
Company’s option at the time of such Cash Payment (a “Payment Date”).

     

     The
Company covenants and agrees to promptly notify (in no event later than five (5)
days after making or receiving an applicable offer) in writing (a “Subsequent Offering Notice”)
the Subscribers of the terms and conditions of any Subsequent Financing. 
The Subsequent Offering Notice shall describe, in reasonable detail, the
proposed Subsequent Financing, the proposed closing date of the Subsequent
Financing, which shall be within twenty (20) calendar days from the date of the
Subsequent Financing Notice, and all of the terms and conditions
thereof. 


    
      
         


      

      
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    For
purposes of this Section 11(c):

     

    (i)
“Warrant Pro Rata
Portion” means the percentage of Subsequent Financing Warrants that such
Subscriber would have received had such Subscriber invested an amount equal to
its Purchase Price in such Subsequent Financing;

     

    (ii)
“Pro Rata Payment” means
(a) if the payment to such Subscriber is made in cash, the amount of cash that
such Subscriber would have received had such Subscriber invested an amount equal
to its Purchase Price in such Subsequent Financing (the “Payment Amount”) or (b) if the
payment to such Subscriber is made in restricted shares of the Company’s common
stock, then an amount determined by dividing the Payment Amount by the Fair
Market Value, provided that if there is any decrease in the Cash Payment to the
Subsequent Financing investors then the Pro Rata Payment shall be decreased in
the same proportion; and

     

    (iii)
“Fair Market Value”
shall mean (a) If the Company’s common stock is traded on an exchange or is
quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ
Capital Market, the New York Stock Exchange or the NYSE Alternext, then the
weighted average of the closing sale prices of the Company’s Common Stock for
the five (5) trading days immediately prior to (but not including) the Payment
Date, discounted by fifteen percent (15%) or (b) If the Company’s Common Stock
is quoted on the Bulletin Board or in the over-the-counter market or Pink
Sheets, then the average of the closing bid and ask prices reported for the five
(5) trading days immediately prior to (but not including) the Payment Date
discounted by fifteen percent (15%).

     

     (d)        Other
Adjustments.

     

    (i)           Other
than in connection with Excepted Issuances, (x) if the Company’s actual after
tax net income under U.S. GAAP for the fiscal year ending May 31, 2010 (“Actual 2010 Net Income”) is
less than $14,000,000 (“2010
Targeted Net Income”), or (y) if the Company’s actual after tax net
income under U.S. GAAP for the fiscal year ending May 31, 2011 (“Actual 2011 Net Income”) is
less than $18,000,000 (“2011
Targeted Net Income”, together with the 2010 Targeted Net Income, the
“Targeted Net Income”),
then the Company shall issue, for each such occasion, to each Subscriber on a
pro-rata basis (determined by dividing each Subscriber’s Purchase Price by the
aggregate Purchase Price delivered to the Company by the Subscribers hereunder),
additional amount of shares of Common Stock (the “Adjustment Shares”) equal to
the percentage of variation of the Actual 2010 Net Income and Actual 2010 Net
Income from the 2010 Targeted Net Income and 2011 Targeted Net Income
respectively times the number of Purchased Shares acquired by such Subscriber
pursuant to this Agreement. For example, if the Actual 2010 Net Income is
$12,600,000, which is a variation of 10% of the 2010 Targeted Net Income, then
the Company shall issue to each Subscriber, shares of the Company’s Common
Stock, equal to a total of 10% of the Purchased Shares acquired by such
Subscriber hereunder.

     

    (ii)           The
delivery to Subscriber of the Adjustment Shares shall be not later than the
third business day after the filing of a Form 10-K with the Commission declaring
the annual audited results.


    
      
         


      

      
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    (iii)           Notwithstanding
anything to the contrary contained herein, in determining whether the Company
has achieved either the 2010 Targeted Net Income or 2011 Targeted Net Income,
the Company may disregard any non-cash charge or expense required to be
recognized by the Company under the United States generally accepted accounting
principles (the “GAAP”),
including but not limited to the non-cash charges listed below. In determining
whether the Company has achieved either the 2010 Targeted Net Income or the 2011
Targeted Net Income (as the case may be), (1) any liquidated damages payable
pursuant to the Transaction Documents and (2) any non-cash charges expensed by
the Company related to any Subsequent Financing Warrants issued pursuant to
Section 11(c) herein, in each case, shall not be included as expenses of the
Company. “Net Income”
shall mean the Company’s income after taxes for the fiscal year ending May 31,
2010 or May 31, 2011 (as the case may be) in each case determined in accordance
with GAAP as reported in the 2010 Annual Report or 2011 Annual Report (as the
case may be).

     

    12.         Closing
Conditions.

     

    (a)           The
obligation hereunder of the Subscriber to acquire and pay for the Purchased
Shares is subject to the satisfaction or waiver, at or before the Closing, of
each of the conditions set forth below. These conditions are for the
Subscriber’s sole benefit and may be waived by the Subscriber at any time in its
sole discretion.

     

    (i)           The
representations and warranties of the Company contained in this Agreement shall
have been true and correct on the date of this Agreement and shall be true and
correct on the Closing Date as if given on and as of the Closing Date (except
for representations given as of a specific date, which representations shall be
true and correct as of such date), and on or before the Closing Date the Company
shall have performed all covenants and agreements of the Company contained
herein or in any of the other Transaction Documents required to be performed by
the Company on or before the Closing Date;

    


    (ii)           The
Company shall have delivered to the Escrow Agent a certificate, dated the
Closing Date, duly executed by its Chief Executive Officer, to the effect set
forth in subparagraph (i) of this Section 12(a);

    


    (iii)           The
Transaction Documents have been duly executed and delivered by the Company to
the Escrow Agent; and

    


    (iv)           On
the Closing Date, the Subscribers shall have received an opinion of Guzov
Ofsink, LLC, counsel for the Company, dated the Closing Date, addressed to the
Subscribers, in the form attached as Exhibit D.

    


    (v)           On
the Closing Date, the Subscribers shall have received an opinion of Global Law
Office, the PRC counsel for the Company, dated the Closing Date, addressed to
the Subscribers and which shall be reasonably acceptable to Trillion Growth
China Fund.

    


    (b)           The
obligation hereunder of the Company to issue and sell the Securities to the
Purchaser is subject to the satisfaction or waiver, at or before the Closing, of
each of the conditions set forth below. These conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole
discretion.


    
      
         


      

      
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    (i)           The
representations and warranties of the Subscriber in this Agreement and each of
the other Transaction Documents to which the Subscriber is a party shall be true
and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true
and correct in all material respects as of such date;

    


    (ii)           The
Purchase Price for the Purchased Shares has been delivered to the escrow account
maintained by Anslow & Jaclin, LLP (the “Escrow Agent”);
and

    


    (iii)           The
Transaction Documents to which the Subscriber is a party have been duly executed
and delivered by the Subscriber to the Escrow Agent.

    


    13.         Appointment of Subscriber
Representative.

    


    (a)           Except
for the Subscribers listed on Schedule 13(a), the Subscribers hereby appoint
Trillion Growth China General Partner as such Subscriber’s representative (the
“Subscriber
Representative”) to act on their collective behalf with respect to the
Transaction Documents and all amendments thereto, and the Subscriber
Representative hereby accepts such appointment.

    


    (b)           The
Subscriber hereby authorizes the Subscriber Representative to negotiate and
accept on the Subscriber’s behalf such additional terms of the Offering as the
Subscriber Representative shall deem at its sole discretion to be in the best
interest of the Subscriber. All decisions of the Subscriber Representative with
respect to the foregoing shall be binding on the Subscriber absent fraud or
willful misconduct.

    


    (c)           The
Company hereby agrees to expand to the Subscriber the benefit of the additional
terms of the Offering accepted by the Subscriber Representative pursuant to
Section 13(b).

    


    14.         Miscellaneous.

     

    (a)           Notices.  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:


    
      
         


      

      
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    If to the
Company, to:

    China
Infrastructure Construction Corporation

    Attn:
Rong Yang, CEO

    C915 Jia
Hao International Business Center

    116
Zizhuyuan Road Haidan District, Beijing, China

    facsimile:
+86 10 5170 9287

    


    With a
copy by fax only to (which copy shall not constitute notice):

    Guzov
Ofsink, LLC

    Attn:
Darren L. Ofsink

    600
Madison Avenue, 14th
Floor

    New York,
NY 10022

    facsimile:
(212) 688-7273

    


    If to the
Subscribers:

    To each
of the addresses and facsimile numbers listed on the signature pages of this
Agreement

    


    With a
copy by fax only to (which copy shall not constitute notice):

    Anslow
& Jaclin LLP

    Attn:
Joseph M. Lucosky, Esq.

    195 Route
9 South, 2nd
Floor

    Manalapan,
NJ 07726

    facsimile:
(732) 577-1188

     

    (b)           Entire Agreement;
Amendment. This Agreement and the other Transaction Documents contain the
entire understanding and agreement of the parties with respect to the matters
covered hereby and, except as specifically set forth herein or in the
Transaction Documents, neither the Company nor any of the Subscribers makes any
representations, warranty, covenant or undertaking with respect to such matters
and they supersede all prior understandings and agreements with respect to said
subject matter, all of which are merged herein. No provision of this Agreement
nor any of the Transaction Documents may be waived or amended other than by a
written instrument signed by the Company and the holders of at least fifty
percent (50%) of the total Purchased Shares then outstanding (the “Majority Holders”), and no
provision hereof may be waived other than by a written instrument signed by the
party against whom enforcement of any such waiver is sought. No such amendment
shall be effective to the extent that it applies to less than all of the holders
of the Purchased Shares then outstanding. No consideration shall be offered or
paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents or holders of
Purchased Shares, as the case may be.


    
      
         


      

      
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    (c)           Successors and
Assigns.  This Agreement may not be assigned by a party hereto
without the prior written consent of the Company or the Subscribers, as
applicable, provided, however, that,
subject to federal and state securities laws and as otherwise provided in the
Transaction Documents, a Subscriber may assign its rights and delegate its
duties hereunder in whole or in part (i) to an affiliate without the prior
written consent of the Company or the other Subscribers, after notice duly given
by such Subscriber to the Company or (ii) in one transaction to a third party
acquiring greater than seventy five percent (75%) of the Subscriber’s Purchased
Shares in a private transaction with the Company’s prior written consent, which
consent shall not be unreasonably withheld, provided, that no
such assignment or obligation shall affect the obligations of such Subscriber
hereunder and that such assignee agrees in writing to be bound, with respect to
the transferred securities, by the provisions hereof that apply to the
Subscribers, and further provided that
none of such assignees may further assign its rights and delegate its duties
under this Agreement to any third party.  The provisions of this Agreement
shall inure to the benefit of and be binding upon the respective permitted
successors and assigns of the parties.  Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Notwithstanding anything to the contrary set forth
herein, only those Subscribers who own the Purchased Shares shall be entitled to
receive any rights and benefits of this Agreement based on their ownership
interests at the time when such rights or benefits accrue.  If any
Subscriber transfers Purchased Shares hereunder, any and all rights and benefits
pursuant to this Agreement shall not be transferred to such transferee. In the
event that any Subscriber (or permitted assign) no longer holds Purchased Shares
such Subscriber will not be entitled to any of the rights or benefits conferred
upon such Subscriber pursuant to this Agreement.

     

    (d)           Counterparts/Execution.  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
transmission, PDF, electronic signature or other similar electronic means with
the same force and effect as if such signature page were an original
thereof.

     

    (e)           Law Governing this
Agreement.  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 and county 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 on
behalf of the Company 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.  Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Documents by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by
law.


    
      
         


      

      
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    (f)           Specific Enforcement,
Consent to Jurisdiction.  The Company and Subscribers
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  It is accordingly agreed
that the parties shall be entitled to seek an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which any of them may be entitled by law or
equity.  Subject to Section 14(f) hereof, the Company and the
Subscribers hereby irrevocably waive, and agree not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction in New York of such court, that the suit, action or proceeding is
brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper.  Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.

     

    (g)           Damages.   In
the event the Subscriber is entitled to receive any liquidated damages pursuant
to the Transactions Documents, the Subscriber may elect to receive the greater
of actual damages or such liquidated damages.

     

    (h)           Maximum
Payments.   Nothing contained herein or in any document
referred to herein or delivered in connection herewith shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that
the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum
shall be credited against amounts owed by the Company to the Subscriber and thus
refunded to the Company.

     

    (i)           Calendar
Days.   All references to “days” in the Transaction
Documents shall mean calendar days unless otherwise stated.  The terms
“business days” and “trading days” shall mean days that the New York Stock
Exchange is open for trading for three or more hours.  Time periods
shall be determined as if the relevant action, calculation or time period were
occurring in New York City.  Any deadline that falls on a non-business
day in any of the Transaction Documents shall be automatically extended to the
next business day and interest, if any, shall be calculated and payable through
such extended period.

     

    (j)           Captions: Certain
Definitions.  The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purposes of
convenience; such captions are not a part of this Agreement and shall not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.  As used in this Agreement the term
“person” shall mean and
include an individual, a partnership, a joint venture, a corporation, a limited
liability company, a trust, an unincorporated organization and a government or
any department or agency thereof.


    
      
         


      

      
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    (k)           Severability.  In
the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by an authority having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity, legality or
enforceability: (i) by or before that authority of the remaining terms and
provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted, or (ii) by or before any other authority of any
of the terms and provisions of this Agreement.


     

    [Signature
Pages Follow]

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT

    


    Please
acknowledge your acceptance of the foregoing Subscription Agreement with China
Infrastructure Construction Corporation by signing and returning a copy to the
Company whereupon it shall become a binding agreement.

    


    NUMBER
OF SHARES   ______________________   x    $3.90_
=   ______________________  (the
“Purchase
Price”)

    


    
      
        	
                  

              	 
      	
                  

              
	
                Signature

              	 
      	
                Signature
      (if purchasing jointly)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Name
      Typed or Printed

              	 
      	
                Name
      Typed or Printed

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Entity
      Name

              	 
      	
                Entity
      Name

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Address

              	 
      	
                Address

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                City,
      State and Zip Code

              	 
      	
                City,
      State and Zip Code

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Telephone
      - Business

              	 
      	
                Telephone
      - Business

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Telephone
      – Residence

              	 
      	
                Telephone
      – Residence

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Facsimile
      – Business

              	 
      	
                Facsimile
      - Business

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Facsimile
      – Residence

              	 
      	
                Facsimile
      – Residence

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Tax
      ID # or Social Security #

              	 
      	
                Tax
      ID # or Social Security #

              


      

    

    


    Name in
which securities should be issued:
____________________________________________

     

    Dated:  October
__, 2009
 

    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    This
Subscription Agreement is agreed to and accepted as of October __,
2009.


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  CHINA
      INFRASTRUCTURE

                                  CONSTRUCTION
      CORPORATION

                                
	 
      	 
      
	
                                  By:

                                	 
      
	 	
                                  Name: 

                                
	 	
                                  Title:

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        39