Stock
      Consignment Agreement

     

    This
      Stock Consignment Agreement (Hereinafter called the “Agreement”) is entered into
      on ________________, 200___ between the following Parties:

     

    (1) ____________________________________
      (Hereinafter called “Party A”); and

     

    (2) Gifted
      Time Holdings Limited (Hereinafter called “Party B”).

     

    WHEREAS:

     

    
      	
              (1)

            	
              Party
                A and ______________________ have entered into a Shares Consignment
                Agreement (Hereinafter called “Consignment Agreement”), pursuant to which
                ________________ consigns ______________ shares, representing
                _______% of the total shares, that he holds, of Beijing Hollysys
                Co., Ltd,
                to Party A; and

            


    

     

    
      	
              (2)

            	
              Party
                A and Party B agree that under the terms of this Agreement, Party
                A
                transfers the rights he enjoys under the Consignment Agreement to
                Party
                B.

            


    

     

    Therefore,
      Party A and Party B enter into this Agreement based on the following
      terms:

     

    1.  ASSIGNMENT

     

    
      	1.1  	
              Party
                A agrees that under the terms of this Agreement, Party A transfers
                any and
                all the rights he enjoys under the Consignment Agreement (Hereinafter
                called “‘Shares Consignment Rights”) to Party B, which is set out in the
                terms of the Consignment Agreement in Appendix
                1.

            


    

     

    
      	1.2  	
              Party
                B agrees that under the terms of this Agreement, Party B accepts
                the
                Shares Consignment Rights that Party A enjoys under the Consignment
                Agreement.

            


    

     

    2.  CONSIDERATION

     

    
      	2.1  	
              Both
                Parties agree that Party B shall pay for the aforesaid Shares Consignment
                Rights by issuance of common stock to Party
                A.

            


    

     

    
      	2.2  	
              Both
                Parties agree that Party B shall, on the effective date of this Agreement,
                issue __________ shares of common stock, representing ________% of
                the outstanding total capital
                stock.

            


    

     

    3.  BOTH
      PARTIES’ WARRANTIES, REPRESENTATION AND UNDERTAKING

     

    
      	3.1  	
              Party
                A’s warranties, representations and
                undertakings.

            


    

     

    
      	3.1.1  	
              Party
                A has the authorization to sign this Agreement, and to perform the
                terms
                and provisions under this
                Agreement.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	3.1.2  	
              Party
                A warrants that it has not signed any contracts or agreements conflicting
                with this Agreement, and will not assign the rights and obligation
                to any
                third party under this Agreement.

            


    

     

    
      	3.1.3  	
              For
                the purpose of complete implementation of this Agreement, Party A
                undertakes that it shall take all necessary further actions, acts
                and make
                and execute all documents to perform all the terms in this
                Agreement.

            


    

     

    
      	3.2  	
              Party
                B’s warrants, representations and
                undertakings:

            


    

     

    
      	3.2.1  	
              Party
                B has the authorization to sign this Agreement, and to perform the
                terms
                and provisions under this
                Agreement.

            


    

     

    
      	3.2.2  	
              Party
                B warrants that it has not signed any contracts or agreements conflicting
                with this Agreement, and will not assign the rights and obligation
                to any
                third party under this Agreement.

            


    

     

    
      	3.2.3  	
              For
                the purpose of complete implementation of this Agreement, Party B
                undertakes that it shall take all necessary further actions, acts
                and make
                and execute all documents to perform all the terms in this
                Agreement.

            


    

     

    4.  FORCE
      MAJEURE

     

    
      	4.1  	
              Neither
                Party shall be liable to the other for any delay or failure to perform
                its
                obligation under this Agreement, if such failure or delay is due
                to force
                majeure.

            


    

     

    5.  DEFAULT

     

    
      	5.1  	
              After
                the effective date of this Agreement, it may constitute default,
                if either
                Party is in breach, nonperforming, or partly performing terms of
                this
                Agreement, or is in breach of any warranties, representations and
                undertakings of this Agreement. The non-defaulting Party can allow
                the
                defaulting Party to cure such default in a reasonable time period.
                If the
                defaulting Party does not cure within the reasonable time period,
                the
                non-defaulting Party shall be entitled to terminate the Agreement,
                and
                hold the defaulting Party liable for all the damages and economic
                loss
                resulting from the defaulting Party’s default. The economic loss shall not
                exceed the amount that defaulting Party could anticipate or should
                anticipate as of the date of this
                Agreement.

            


    

     

    6.  EFFECTIVE
      DATE

     

    
      	6.1  	
              This
                agreement is effective from the date of signing (if it is signed
                by a
                designated person, a letter of the power of attorney is
                necessary).

            


    

     

    7.  GOVERNING
      LAW AND DISPUTE RESOLUTION

     

    
      	7.1  	
              The
                effectiveness, interpretation, implementation and dispute resolution
                related to this Agreement, shall be governed by the laws of the British
                Virgin Islands.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	7.2  	
              Any
                dispute arising out of this Agreement, including but not limited
                to
                execution, enforcement, implementation, interpretation, default,
                modification, and termination, shall be resolved by both Parties
                through
                mutual negotiation. If both Parties could not reach an agreement
                within 30
                days after the dispute arises, either Party may initiate legal action
                in
                the competent jurisdiction. The recovering Party can ask the other
                Party
                to pay for all professional service (including but not limited to
                legal
                counsel service) costs in the litigation and other related
                costs.

            


    

     

    
      	7.3  	
              During
                the process of dispute resolution, both Parties shall continue to
                perform
                other terms under this Agreement, except for matters in
                dispute.

            


    

     

    8.  MODIFICATION,
      CANCELLATION, TERMINATION

     

    
      	8.1  	
              The
                modification of this Agreement shall not be effective without written
                agreement through negotiation. If both Parties could not reach an
                agreement, this Agreement remains
                effective.

            


    

     

    
      	8.2  	
              Both
                Parties may agree to cancel this Agreement with written
                agreement.

            


    

     

    9.  GENERAL
      PROVISIONS

     

    
      	9.1  	
              Both
                Parties may sign a supplemental agreement regarding to related matters
                of
                this Agreement. The supplemental agreement and this Agreement have
                the
                same effect.

            


    

     

    
      	9.2  	
              All
                the appendix hereto is an integral part of this Agreement, which
                has the
                same effect as this Agreement.

            


    

     

    
      	9.3  	
              This
                agreement is written in both English and Chinese languages. If there
                is
                any discrepancy between the two versions, the Chinese version shall
                prevail. This Agreement is executed in two copies, one copy for each
                Party, and both Parties may execute the
                duplicate.

            


    

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused their duly authorized
      representatives to executive this Agreement.

     

    For
      and
      on behalf of:

     

    


     

      
        

      

    

     

     

    
      

    

     

    GIFTED
      TIME HOLDINGS LIMITED

     

     

    
      
         

      

      
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