Exhibit
4.5

     

    CHINA
3C GROUP, INC.

     

    STOCK
OPTION AGREEMENT

     

    WITH
TODD L. MAVIS

     

    THIS
STOCK OPTION AGREEMENT made as of April 21, 2009, by and between China 3C Group,
Inc., a Nevada corporation (the “Company”), and its
former director, Todd L. Mavis (the “Grantee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company entered into a Board of Directors Agreement with the Grantee, dated
January 2, 2007, which Board of Directors Agreement provided for the grant to
the Grantee of a stock option on the terms and conditions set forth in this
stock option agreement (the “Agreement”),

     

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

     

    
      	
            	
              1. 

            	
              Grant of Stock
      Option.

            


    

     

    The
Company hereby grants to the Grantee an option (the “Option”) to purchase
50,000 shares of the Company’s common stock, par value $0.001 (the “Stock” and each share
of Stock, a “Share”), for an
exercise price per Share equal to $3.46 (which per Share
exercise price is not less than the fair market value of a Share on the date of
the Agreement, which is the date of grant of the Option).

     

    
      	
            	
              2. 

            	
              Option Terms and Exercise
      Period.

            


    

     

    
      (a)           The
Option shall be exercised pursuant to Section 5, and the Grantee shall pay the
Option exercise price in full at the time of exercise, in cash or by check, bank
draft or postal or express money order.

    

     

    
      (b)           All or
any part of the Option may be exercised by the Grantee, no later than December
17, 2009.

    

     

    
      (c)           This
Agreement and the Option shall terminate on the earlier of (i) December 18,
2009, or (ii) the date as of which the Option has been fully
exercised.

    

     

    
      	
            	
              3. 

            	
              Vesting and
      Exercisability.

            


    

     

    The
Option shall be fully vested and exercisable upon its grant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4. 

            	
              Restrictions on Transfer of
      Option.

            


    

     

    The
Agreement and the Option shall not be transferable otherwise than by will or by
the laws of descent and distribution, and the Option shall be exercisable,
during the Grantee’s lifetime, solely by the Grantee, except on account of the
Grantee’s disability.

     

    
      	
            	
              5. 

            	
              Exercise of
    Option.

            


    

     

    The
Option shall become exercisable at such time as shall be provided herein and
shall be exercisable by written notice of such exercise, 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.

     

    
      	
            	
              6. 

            	
              Regulation by the
      Company.

            


    

     

    The
Agreement and the Option shall be subject to any and all reasonable
administrative procedures and rules as the Company shall adopt.  All
decisions of the Company in connection with any question arising under the
Agreement shall be conclusive and binding upon the Grantee and any person or
persons to whom any portion of the Option has been transferred by will or by the
laws of descent and distribution.

     

    
      	
            	
              7. 

            	
              Rights as a
      Stockholder.

            


    

     

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

     

    
      	
            	
              8. 

            	
              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 Grantee of the Option exercise
price, such number of Shares as shall be required for issuance and/or delivery
upon such payment pursuant to the Option.

     

    
      	
            	
              9. 

            	
              Delivery of Share
      Certificates.

            


    

     

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

     

    
      	
            	
              10. 

            	
              Amendment.

            


    

     

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

     

    
      	
            	
              11. 

            	
              Effective Date of
      Grant.

            


    

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              12. 

            	
              Recapitalization or
      Reorganization.

            


    

     

    The
Shares are shares of the Company’s common stock as constituted as of the date of
the Agreement; provided, however, that if, and
whenever, after the date of the Agreement and prior to the Agreement’s or the
Option’s termination under the terms of the Agreement, the Company shall effect
a subdivision or consolidation of the shares of its common stock or the payment
of a stock dividend thereon without receipt of consideration by the Company, the
number of Shares set forth in Section 1, as applicable, (a) in the event of an
increase in the number of outstanding Shares, shall be proportionately
increased, and (b) in the event of a reduction in the number of outstanding
Shares, shall be proportionately reduced.  If the Company
recapitalizes or otherwise changes its capital structure after the date of the
Agreement, the number of Shares set forth in Section 1 shall be replaced with
the number and class of shares of stock and securities to which the Grantee
would have been entitled pursuant to the terms of the recapitalization if,
immediately prior to such recapitalization, the Grantee had been the holder of
record of the number of Shares then set forth in Section 1.  In the
event of changes to the Company’s outstanding common stock by reason of
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in capitalization occurring after the date of the
Agreement and not otherwise provided for in this Section 12, the number of
Shares set forth in Section 1 shall be adjusted by the Company as to the number
of shares of the Company’s common stock to be subject to those provisions of the
Agreement.

     

    
      	
            	
              13. 

            	
              Governing
  Law.

            


    

     

    The
Agreement shall be construed in accordance with and subject to the
applicable  laws of the State of Nevada, without regard to principles
of conflicts of law.

     

    
      	
              
              

            	
              14. 

            	
              Grantee
      Acknowledgment.

            


    

     

    By
executing the Agreement, the Grantee hereby acknowledges that he has received
and read the Agreement and that he agrees to be bound by all of the terms of the
Agreement.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                ATTEST:

                              	CHINA
      3C GROUP, INC.	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	
                                April
      21, 2009

                              
	 
      	By:	
                                /s/ Zhenggang Wang

                              	
                                Date

                              
	 	 	 	 
	 
      	
                                Name:   Zhenggang
      Wang

                                Title:
      Chief Executive Officer and Chairman

                              	 
      
	 	 	 	 
	 
      	/s/ Todd L. Mavis	
                                April
      21, 2009

                              
	 
      	TODD
      L. MAVIS	
                                Date

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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