Exhibit
4.2

      


      CHINA
3C GROUP, INC.

      2008
OMNIBUS SECURITIES AND INCENTIVE PLAN

      STOCK
OPTION AGREEMENT

      DIRECTOR
NON-QUALIFIED STOCK OPTION

       

      THIS
AGREEMENT made as of December 1, 2008, by and between China 3C Group, Inc., a
Nevada corporation (the “Company”), and
Kenneth Berents (the “Optionee”).

       

      WITNESSETH:

       

      WHEREAS,
the Company has adopted the China 3C Group, Inc. 2008 Omnibus Securities and
Incentive Plan (the “Plan”) for the
benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and

       

      WHEREAS,
the Committee has authorized the grant to the Optionee of an Option under the
Plan, on the terms and conditions set forth in the Plan and as hereinafter
provided,

       

      NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Optionee hereby agree as follows:

       

      
        	
                 
      

              	
                1.

              	
                Definitions.

              


      

       

      Terms
used in this Agreement which are defined in the Plan shall have the same meaning
as set forth in the Plan.

       

      
        	
                 
      

              	
                2.

              	
                Grant of
      Option.

              


      

       

      The
Committee hereby grants to the Optionee an option to purchase 50,000 shares of the Company’s
Common Stock (“Shares”) for an
Option price per Share equal to $4.29 (not less than the Fair
Market Value of a Share on the date of the grant of the Option) (the “Option”).

       

      
        	
                 
      

              	
                3.

              	
                Option Terms and
      Exercise Period.

              


      

       

      (a)           The
Option shall be exercised, and payment by the Optionee of the Option price shall
be made, pursuant to the terms of the Plan.

       

      (b)           All
or any part of the Option may be
exercised by the Optionee no later than the tenth (10th) anniversary of the
date of this Agreement.

       

      (c)           This
Agreement and the Option shall terminate on the earlier of (i) the tenth (10th)
anniversary of the date of this Agreement or (ii) the date the Option is fully
exercised.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                4.

              	
                Vesting.

              


      

       

      The
Option shall fully vest and become exercisable immediately upon
grant.

       

      
        	
                 
      

              	
                5.

              	
                Termination of
      Director Status.

              


      

       

      Sections
6.2 and 6.4 of the Plan shall control; provided, however, that for
purposes of Section 6.2(a) of the Plan, in lieu of ninety (90) days after
termination of Director Status, the Optionee shall have twenty-four months (24)
months after such termination to exercise the Option.

       

      
        	
                 
      

              	
                6.

              	
                Restrictions on
      Transfer of Option.

              


      

       

      This
Agreement and the Option shall not be transferable otherwise than (a) by will or
by the laws of descent and distribution or (b) by gift to any Family Member of
the Optionee, and the Option shall be exercisable, during the Optionee’s
lifetime, solely by the Optionee, except on account of the Optionee’s Permanent
and Total Disability or death, and solely by the transferee in the case of a
transfer by gift to a Family Member of the Optionee.

       

      
        	
                 
      

              	
                7.

              	
                Exercise of
      Option.

              


      

       

      (a)           The
Option shall become exercisable at such time as shall be provided herein or in
the Plan and shall be exercisable by written notice of such exercise, in the
form prescribed by the Committee, to the Secretary of the Company, at its
principal office. The notice shall specify the number of Shares for which the
Option is being exercised.

       

      (b)           Shares
purchased pursuant to the Option shall be paid for in full at the time of such
purchase in cash, in Shares, including Shares acquired pursuant to the Plan, or
part in cash and part in Shares. Shares transferred in payment of the Option
price shall be valued as of the date of transfer based on their Fair Market
Value.

       

      
        	
                 
      

              	
                8.

              	
                Regulation by the
      Committee.

              


      

       

      This
Agreement and the Option shall be subject to any administrative procedures and
rules as the Committee shall adopt. All decisions of the Committee upon any
question arising under the Plan or under this Agreement, shall be conclusive and
binding upon the Optionee and any person or persons to whom any portion of the
Option has been transferred by will, by the laws of descent and distribution or
by gift to a Family Member of the Optionee.

       

      
        	
                 
      

              	
                9.

              	
                Rights as a
      Stockholder.

              


      

       

      The
Optionee shall have no rights as a stockholder with respect to Shares subject to
the Option until certificates for Shares of Common Stock are issued to the
Optionee.

       

      
        	
                 
      

              	
                10.

              	
                Reservation of
      Shares.

              


      

       

      With
respect to the Option, the Company hereby agrees to at all times reserve for
issuance and/or delivery upon payment by the Optionee of the Option price, such
number of Shares as shall be required for issuance and/or delivery upon such
payment pursuant to the Option.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                11.

              	
                Delivery of Share
      Certificates.

              


      

       

      Within a
reasonable time after the exercise of the Option the Company shall cause to be
delivered to the Optionee, his or her legal representative or his or her
beneficiary, a certificate for the Shares purchased pursuant to the exercise of
the Option.

       

      
        	
                 
      

              	
                12.

              	
                Amendment.

              


      

       

      The
Committee may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would materially and adversely impair the
Optionee’s rights or entitlements with respect to the Option shall be effective
without the prior written consent of the Optionee.

       

      
        	
                 
      

              	
                13.

              	
                Plan
      Terms.

              


      

       

      The terms
of the Plan are hereby incorporated herein by reference.

       

      
        	
                 
      

              	
                14.

              	
                Effective Date of
      Grant.

              


      

       

      The
Option shall be effective as of the date first written above.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                15.

              	
                Optionee
      Acknowledgment.

              


      

       

      By
executing this Agreement, the Optionee hereby acknowledges that he or she has
received and read the Plan and this Agreement and that he or she agrees to be
bound by all of the terms of both the Plan and this Agreement.

      


      
        
          
            
              
                
                  
                    	
                            ATTEST:

                          	 
      	
                            CHINA
      3C GROUP, INC.

                          
	 	 	 
	 
      	 
      	
                            /s/ Zhenggang Wang

                          
	 	 	 
	 
      	 
      	
                            By:
      Zhenggang Wang

                          
	 
      	 
      	
                            Its:
      Chief Executive Officer

                          
	 
      	 
      	 
      
	 
      	 
      	/s/ Kenneth T. Berents, Optionee


                  

                

              

            

          

        

      

       

      
        
           


        

        
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      ACKNOWLEDGEMENT

       

      Reference
is made to (i) Stock Option Agreement - Director Non-Qualified Stock Option by
and between China 3C Group, a Nevada corporation (the “Company”), and Kenneth T.
Berents dated as of December 1, 2008 (the “50,000 Stock Option Agreement”) for
the issuance of 50,000 shares of the Company’s common stock, with an exercise
price of $4.29 per share under the Company’s 2008 Omnibus Securities and
Incentive Plan (the “Plan”), (ii) Stock Option Agreement - Director
Non-Qualified Stock Option by and between the Company and Kenneth T. Berents
dated as of December 1, 2008 (the “First 30,000 Stock Option Agreement”) for the
issuance of 30,000 shares of the Company’s common stock, with an exercise price
of $4.27 per share under the Company’s Plan, and (iii) Stock Option Agreement -
Director Non-Qualified Stock Option by and between the Company and Kenneth T.
Berents dated as of December 1, 2008 (the “Second 30,000 Stock Option
Agreement”) for the issuance of 30,000 shares of the Company’s common stock,
with an exercise price of $0.90 per share under the Company’s Plan.

       

      By its
execution below, the undersigned hereby acknowledge, confirm and agree that the
effective date of the 50,000 Stock Option Agreement, First 30,000 Stock Option
Agreement and Second 30,000 Stock Option Agreement is January 15,
2009.

       

      The
undersigned have executed this Acknowledgment as of May 11, 2009.

       

      
        
          
            
              	 
      	
                      China
      3C Group

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Zhenggang Wang

                    
	 
      	
                      Name:
      Zhenggang Wang

                    
	 
      	
                      Title:
      Chief Executive Officer

                    
	 
      	 
      
	 
      	
                      Kenneth
      T. Berents

                    
	 
      	 
      
	 
      	
                      /s/ Kenneth T. Berents

                    
	 
      	
                      Name:
      Kenneth T.
Berents

                    


            

          

        

      

       

      
        
           


        

        
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