Exhibit
      10.2

    


    LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (the “Agreement”)
      is
      made and entered into on ________, 2007 between the stockholders set forth
      on
      the signature page to this Agreement (each, a “Holder”)
      and
      Equicap, Inc., a Nevada corporation (the “Company”).

    


    RECITALS

    


    A. The
      Company has determined that it is advisable and in its best interest to enter
      into that certain Securities Purchase Agreement, dated as of the date hereof
      (the “Purchase
      Agreement”)
      with
      the Investors named therein (the “Investors”),
      pursuant to which the Company will issue and sell in a private offering
      securities of the Company (the “Offering”).
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement.

    


    B. In
      connection with the Offering, the Company has agreed to provide the Investors
      certain registration rights, and in furtherance thereof has agreed to file
      a
      registration statement to enable the Investors to resell certain of the
      securities subject of the Offering.

    


    C. It
      is a
      condition to the Investors' respective obligations to close under the Purchase
      Agreement and provide the financing contemplating by the Offering that each
      Holder execute and deliver to the Company this Agreement. 

    


    D. In
      contemplation of, and as a material inducement for the Investors to enter into,
      the Purchase Agreement, the Holder and the Company have each agreed to execute
      and deliver this Agreement. 

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound, agree as follows:

    


    1. Effectiveness
      of Agreement.
      This
      Agreement shall become null and void if the Purchase Agreement is terminated
      prior to Closing (as defined in the Purchase Agreement). 

    


    The
      Holder has independently evaluated the merits of its decision to enter into
      and
      deliver this Agreement, and such Holder confirms that it has not relied on
      the
      advice of the Company or any other person.

    


    2. Representations
      and Warranties.
      Each of
      the parties hereto, by their respective execution and delivery of this
      Agreement, hereby represents and warrants to the others and to all third party
      beneficiaries of this Agreement that (a) such party has the full right, capacity
      and authority to enter into, deliver and perform its respective obligations
      under this Agreement, (b) this Agreement has been duly executed and delivered
      by
      such party and is the binding and enforceable obligation of such party,
      enforceable against such party in accordance with the terms of this Agreement
      and (c) the execution, delivery and performance of such party’s obligations
      under this Agreement will not conflict with or breach the terms of any other
      agreement, contract, commitment or understanding to which such party is a party
      or to which the assets or securities of such party are bound.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. Beneficial
      Ownership.
      Holder
      hereby represents and warrants that it does not beneficially own (as determined
      in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and
      the rules and regulations promulgated thereunder) any shares of Common Stock,
      or
      any economic interest therein or derivative therefrom, other than those shares
      of Common Stock specified on its signature page to this Agreement. For purposes
      of the Agreement the shares of Common Stock beneficially owned by such Holder
      as
      specified on its signature page to this Agreement are collectively referred
      to
      as the “Holder’s
      Shares.”

    


    4. Lockup.
      From
      and after the date of this Agreement and through and including the earlier
      of
      (i) the one-year anniversary of the date on which all “Registrable Securities”
(as such term is defined in the Registration Rights Agreement entered into
      in
      connection with the Purchase Agreement), other than the 2007 Make Good Shares
      and 2008 Make Good Shares, have been registered for resale on Registration
      Statements declared effective by the Commission, or (ii) the two-year
      anniversary of the Closing Date (the “Lockup
      Period”),
      the
      Holder irrevocably agrees it will not offer, pledge, sell, contract to sell,
      sell any option or contract to purchase, purchase any option or contract to
      sell, grant any option, right or warrant to purchase or otherwise transfer
      or
      dispose of, directly or indirectly, or announce the offering of, any of its
      Holder’s Shares (including any securities convertible into, or exchangeable for,
      or representing the rights to receive, Holder’s Shares). In furtherance thereof,
      the Company will (x) place a stop order on all Holder’s Shares covered by any
      registration statements, (y) notify its transfer agent in writing of the stop
      order and the restrictions on such Holder’s Shares under this Agreement and
      direct the transfer agent not to process any attempts by the Holder to resell
      or
      transfer any Holder’s Shares under such registration statements or otherwise in
      violation of this Agreement. 

    


    The
      foregoing shall not apply to (a) any transfer with respect to the Holder Shares
      to a person that agrees in writing to be bound by the terms of this Lock-Up
      Letter Agreement (with a copy thereof to the Investors), (b) bona fide gifts,
      whether to charitable organizations or otherwise, provided the recipient thereof
      agrees in writing to be bound by the terms of this Lock-Up Letter Agreement
      (with a copy thereof to the Investors), (c) dispositions to any foundation,
      trust, partnership or the limited liability company, as the case may be,
      exclusively for the direct or indirect benefit of the undersigned and/or the
      immediate family of the undersigned, provided that such person (or trustee
      of
      such trust) agrees in writing to be bound by the terms of this Lock-Up Letter
      Agreement (with a copy thereof to the Investors), (d) dispositions by a
      partnership to a partner of such partnership, provided such partner agrees
      in
      writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy
      thereof to the Investors) and (e) dispositions by a limited liability company
      to
      a member of such company, provided such member agrees in writing to be bound
      by
      the terms of this Lock-Up Letter Agreement (with a copy thereof to the
      Investors).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    5. Third-Party
      Beneficiaries.
      The
      Holder and the Company acknowledge and agree that this Agreement is entered
      into
      for the benefit of and is enforceable by each of the Investors and their
      successors and assigns.

    


    6. No
      Additional Fees/Payment.
      Other
      than the consideration specifically referenced herein, the parties hereto agree
      that no fee, payment or additional consideration in any form has been or will
      be
      paid to the Holder in connection with this Agreement.

    


    7. Enumeration
      and Headings.
      The
      enumeration and headings contained in this Agreement are for convenience of
      reference only and shall not control or affect the meaning or construction
      of
      any of the provisions of this Agreement.

    


    8. Counterparts.
      This
      Agreement may be executed in facsimile and in any number of counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      of
      which shall together constitute one and the same agreement.

    


    9. Successors
      and Assigns.
      This
      Agreement and the terms, covenants, provisions and conditions hereof shall
      be
      binding upon, and shall inure to the benefit of, the respective heirs,
      successors and assigns of the parties hereto. 

    


    10. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, such provision will be conformed to prevailing law rather than voided,
      if possible, in order to achieve the intent of the parties and, in any event,
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall be binding upon the parties hereto.

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any manner except by a written
      agreement executed by each of the parties hereto if and only if such
      modification or amendment is consented to in writing in advance by the Investors
      holding a majority in interest of the Common Stock issued or issuable under
      the
      Purchase Agreement. 

    


    12. Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    13. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    14. Remedies.
      The
      Company and the Investors shall have the right to specifically enforce all
      of
      the obligations of the Holder under this Agreement (without posting a bond
      or
      other security), in addition to recovering damages by reason of any breach
      of
      any provision of this Agreement and to exercise all other rights granted by
      law.
      Furthermore, the Holder recognizes that if it fails to perform, observe, or
      discharge any of its obligations under this Agreement, any remedy at law may
      prove to be inadequate relief to the Company or the Investors. Therefore, the
      Holder agrees that each of the Company and the Investors shall be entitled
      to
      seek temporary and permanent injunctive relief in any such case without the
      necessity of proving actual damages and without posting a bond or other
      security.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    15. Governing
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      the
      laws of the State of New York and the federal laws of the United States of
      America applicable therein. 

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
      the
      day and year first above written.

    
      	 	 	 
	 	
              EQUICAP,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Peter
                Wang,

            
	 	
              Chairman
                and President 

            


    

     

    
      	 	 	 
	 	
              SINOQUEST
                MANAGEMENT LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Peter
              Want
	 	
              Authorized
                Signatory

            


    

    
       

      
        	 	 	 	 
	
              	 	 	
                Number
                  of shares
                  of Common Stock 

                beneficially
                  owned: 6,164,343

              


      

       

    

    
      	 	 	 	 
	
            	 	 	
              
JASON
              LU
	
            	 	 	
            
	 	 	 	
              Number
                of shares
                of Common Stock 

              beneficially
                owned: 5,141,954

            


    

    
       

      
        	 	 	 	 
	
              	 	 	
                
PHILIP
                WIDMANN
	
              	 	 	
              
	 	 	 	
                
                  Number
                    of shares
                    of Common Stock 

                  beneficially
                    owned: 2,690,397

                

              


      

      
        
           

          
            	 	 	 	 
	
                  	 	 	
                    

                    GONG
                      CHEN

                  
	
                  	 	 	
                  
	 	 	 	
                    
                      
                        Number
                          of shares
                          of Common Stock 

                        beneficially
                          owned: 181,304