Exhibit 4.3

                            CHINA GRANITE CORPORATION

                   RESTRICTED COMMON STOCK AT $3.00 PER SHARE

                             SUBSCRIPTION AGREEMENT

1.   SUBSCRIPTION:

     (a)  The  undersigned (individually and/or collectively, the "PARTICIPANT")
hereby  applies  to  purchase shares of restricted common stock (the "SHARES" or
the  "COMMON  STOCK")  of  China  Granite Corporation, a Nevada corporation (the
"COMPANY"),  in  accordance  with  the terms and conditions of this Subscription
Agreement  (the  "SUBSCRIPTION").

     (b)  Before this subscription for the Shares is considered, the Participant
must  complete,  execute  and  deliver  to  the  Company  this  Subscription.

     (c)  This  Subscription  is  irrevocable  by  the  Participant.

     (d)  This  Subscription  is  not  transferable  or  assignable  by  the
Participant.

     (e)  This  Subscription  may be rejected in whole or in part by the Company
in its sole discretion.  In the event the Company rejects this Subscription, all
funds  and  documents  tendered  by  the  Participant  shall  be  returned.

2.   CLOSING.  The  date  and  time  of the issuance and sale of the Shares (the
"CLOSING  DATE")  shall be at 10:00 a.m., on ____________, 2004 or at such other
date  as  the  Company  and  the  Participants  may  agree.

3.   REPRESENTATIONS  BY  PARTICIPANT.  In  consideration  of  the  Company's
acceptance  of  the  Subscription,  I  make  the  following  representations and
warranties  to  the  Company and to its principals, jointly and severally, which
warranties  and  representations shall survive any acceptance of my subscription
of  the  Shares:

     (a)  Prior  to the time of purchase of any Shares, I received a copy of the
Private  Placement  Memorandum,  dated  _____________,  2004 (the "Memorandum"),
relating  to  the  offering of the Shares, and I have had the opportunity to ask
questions  and  receive any additional information from persons acting on behalf
of  the  Company  to  verify  my  understanding  of the terms thereof and of the
Company's business and status thereof, and that no oral information furnished to
the  undersigned or my advisors in connection with my subscription of the Shares
has  been  in  any way inconsistent with other documentary information provided.

     (b)  I  acknowledge that I have not seen, received, been presented with, or
been solicited by any leaflet, public promotional meeting, newspaper or magazine
article  or  advertisement, radio or television advertisement, or any other form
of  general  advertising  or general solicitation (as those terms are defined in
Regulation  D  of  the  United  States  Securities  Act of 1933, as amended (the
"SECURITIES  ACT"))  with  respect  to  the  Shares.


                                                       CHINA GRANITE CORPORATION
                                        1                 Subscription Agreement
<PAGE>
     (c)  The  Shares  are being purchased for my own account, and not on behalf
of any other person or for the account of another "accredited investor" (as such
term  is defined in Rule 501(a) of Regulation D promulgated under the Securities
Act)  ("ACCREDITED  INVESTOR")  with respect to which I exercise sole investment
discretion,  for long-term investment and not with a view to immediately re-sell
the  Shares.  No  other  person  or  entity  will  have  any  direct or indirect
beneficial  interest  in,  or  right  to,  the  Shares.

     (d)  I,  or  my  agents or investment advisors, (i) have such knowledge and
experience  in financial and business matters that will enable me to utilize the
information  made  available to me in connection with the purchase of the Shares
to  evaluate  the  merits  and  risks thereof and to make an informed investment
decision  and  (ii)  am  able, without impairing my financial condition, to hold
such  Shares for an indefinite period of time and to bear the economic risks of,
and  withstand  a  complete  loss  of,  such  investment.

     (e)  I  acknowledge  that  the  Shares  have  not been registered under the
Securities  Act,  or  qualified  under  any applicable state securities laws, in
reliance, in part, on my representations, warranties and agreements made herein.

     (f)  Other  than  the rights specifically set forth in this Subscription, I
represent,  warrant  and  agree that the Company and the officers of the Company
(the  "COMPANY'S  OFFICERS")  are under no obligation to register or qualify the
Shares  under the Securities Act or under any state securities law, or to assist
the  undersigned  in  complying  with  any  exemption  from  registration  and
qualification.

     (g)  I  represent  that I meet the criteria for participation because (i) I
have  a preexisting personal or business relationship with the Company or one or
more  of  its  partners,  officers,  directors or controlling persons or (ii) by
reason  of  my business or financial experience, or by reason of the business or
financial experience of my financial advisors who are unaffiliated with, and are
not  compensated,  directly  or  indirectly,  by the Company or any affiliate or
selling  agent of the Company, I am capable of evaluating the risk and merits of
an  investment  in  the  Shares  and of protecting my own interests, AND I am an
Accredited  Investor.

     (h)  I  understand  that the Shares are illiquid, and until registered with
the  Securities  Exchange  Commission  or an exemption from registration becomes
available,  cannot be readily sold as there will not be a public market for them
and  that  I may not be able to sell or dispose of the Shares, or to utilize the
Shares  as  collateral for a loan.  I must not purchase the Shares unless I have
liquid  assets  sufficient  to assure myself that such purchase will cause me no
undue  financial  difficulties  and  that I can still provide for my current and
possible  personal contingencies, and that the commitment herein for the Shares,
combined  with  other  investments  of mine, is reasonable in relation to my net
worth.

     (i)  I  agree  that if I decide to offer, sell or otherwise transfer any of
the  Shares,  I  will not offer, sell or otherwise transfer any such securities,
directly  or  indirectly,  unless:  (i) the transfer is to the Company, (ii) the
transfer  is  made outside the United States in compliance with the requirements
of  Rule  904  of  Regulation  S under the Securities Act and in compliance with


                                                       CHINA GRANITE CORPORATION
                                        2                 Subscription Agreement
<PAGE>
applicable  local laws and regulations, (iii) the transfer is made in compliance
with  an  exemption  from registration under the Securities Act provided by Rule
144  thereunder,  or  (iv)  the securities are transferred in a transaction that
does  not  require registration under the Securities Act or any applicable state
securities  laws  and  it  has furnished to the Company an opinion of counsel in
form  and  substance  reasonably  satisfactory  to  the  Company to such effect;

     (j)  I  understand  and  acknowledge that upon the original issuance of the
Shares,  and  until such time as the same is no longer required under applicable
requirements  of  the  Securities  Act  or  applicable  state  securities  laws,
certificates  representing  the  Shares, and all certificates issued in exchange
therefor  or  in  substitution  thereof,  shall  bear  the  following  legend:

     "THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
     ACT").  THE  HOLDER  HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
     THE  BENEFIT  OF  THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
     SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE
     THE  UNITED  STATES  IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
     THE  U.S.  SECURITIES  ACT,  (C) IN COMPLIANCE WITH THE EXEMPTION FROM
     REGISTRATION  UNDER  THE  U.S.  SECURITIES  ACT  PROVIDED  BY RULE 144
     THEREUNDER, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
     UNDER  THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS
     AND  THE  SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF
     RECOGNIZED  STANDING  IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
     THE  CORPORATION  TO SUCH EFFECT. A NEW CERTIFICATE BEARING NO LEGEND,
     DELIVERY  OF  WHICH  WILL  CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED
     FROM  THE  CORPORATION'S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF
     THIS  CERTIFICATE  AND  A  DULY  EXECUTED  DECLARATION,  IN  A  FORM
     SATISFACTORY TO THE CORPORATION'S REGISTRAR AND TRANSFER AGENT AND THE
     CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED
     HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
     THE  U.S.  SECURITIES  ACT";

     provided,  that  if  the  Shares  are  being  sold  in  compliance with the
requirements  of  Rule 904 of Regulation S under the Securities Act, as referred
to  above, the legend may be removed by providing a declaration to the Company's
registrar and transfer agent for the Shares in the form attached hereto as Annex
A  (or  as  the  Company  may  prescribe  from  time  to  time);

     provided  further,  that,  if  any of the Shares are being sold pursuant to
Rule  144  of  the  Securities Act, the legend may be removed by delivery to the
Company's  registrar  and  transfer agent of an opinion of counsel of recognized
standing  in  form  and substance reasonably satisfactory to the Company, to the
effect  that  the  legend is no longer required under applicable requirements of
the  Securities  Act  or  state  securities  laws;


                                                       CHINA GRANITE CORPORATION
                                        3                 Subscription Agreement
<PAGE>
     (k)  I  consent  to  the Company making a notation on its records or giving
instructions  to  any  transfer  agent  of  the Shares in order to implement the
restrictions  on  transfer  set  forth  and  described  herein;

     (l)  I  have  been  advised  to  consult  with my own attorney or attorneys
regarding  all legal matters concerning an investment in the Company and the tax
consequences  of  purchasing  the  Shares,  and  have  done  so, to the extent I
consider  necessary.

     (m)  I  acknowledge  that  the  tax  consequences to me of investing in the
Company will depend on my particular circumstances, and neither the Company, the
Company's  Officers,  any  other  investors,  nor  the  partners,  shareholders,
members,  managers,  agents,  officers,  directors,  employees,  affiliates  or
consultants  of  any  of  them,  will  be  responsible  or  liable  for  the tax
consequences  to  me of an investment in the Company.  I will look solely to and
rely  upon  my  own  advisers  with  respect  to  the  tax  consequences of this
investment.

     (n)  All  information  which  I  have  provided  to  the Company concerning
myself, my financial position and my knowledge of financial and business matters
is  truthful,  accurate,  correct  and complete as of the date set forth herein.

4.   COMPANY  REGISTRATION.

     (a)  Registration.  If  at any time or from time to time, the Company shall
determine  to register any of its securities, for its own account or the account
of  any  of  its  shareholders,  other  than a registration on Form S-8 relating
solely to employee stock option or purchase plans, or a registration on Form S-4
relating  solely  to  a  SEC  Rule  145  transaction,  the  Company  will:

          (i)  promptly give to each Participant written notice thereof at least
30  days  prior  to the initial filing of the registration statement relating to
such  offering;  and

          (ii)  include in such registration (and compliance) all the Restricted
Securities  sold  pursuant  to  the  Memorandum.

     (b)  Underwriting.

          (i)  If  the  registration  of which the Company gives notice is for a
registered  public  offering  involving  an  underwriting,  the Company shall so
advise  the  Holders  as  a part of the written notice given pursuant to Section
4(a)(i).  In  such  event  the  right  of any Holder to registration pursuant to
Section  4  shall  be  conditioned  upon  such  Holder's  participation  in such
underwriting  and  the  inclusion  of such Holder's Restricted Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  securities through such underwriting shall (together with the Company and
the  other shareholders distributing their securities through such underwriting)
enter  into  an underwriting agreement in customary form with the underwriter or
underwriters  selected  for  such  underwriting  by  the  Company.


                                                       CHINA GRANITE CORPORATION
                                        4                 Subscription Agreement
<PAGE>
          (ii)  Notwithstanding  any  other  provision of this Section 4, if the
underwriter  managing  such  public  offering  determines that marketing factors
require a limitation of the number of shares to be underwritten, the underwriter
may limit the number of Restricted Securities to be included in the registration
and  underwriting,  or  may  exclude  Restricted  Securities  entirely from such
registration  and  underwriting.  The  Company  shall  so  advise all Holders of
Restricted  Securities  which  would  otherwise  be  registered and underwritten
pursuant  hereto,  and the number of shares of Restricted Securities that may be
included  in  the registration and underwriting shall be allocated among Holders
requesting  registration  in  proportion,  as  nearly  as  practicable,  to  the
respective  amounts  of Restricted Securities held by each of such Holders as of
the  date  of  the  notice  pursuant to Section 4(a)(i) above; provided that the
number  of  shares  of  Restricted  Securities  requested to be included in such
underwriting  shall  not  be  reduced  unless all other securities being sold by
shareholders  other  than  the  Holders  are  first  entirely  excluded from the
Underwriting.  If  any Holder disapproves of the terms of any such underwriting,
he  may  elect  to  withdraw  therefrom by written notice to the Company and the
underwriter.  Any  Restricted  Securities  excluded  or  withdrawn  from  such
underwriting  shall  be  withdrawn  from  such  registration.

5.   AGREEMENT  TO  INDEMNIFY  COMPANY.  I  hereby  agree  to indemnify and hold
harmless  the  Company,  its  principals,  the  Company's  officers,  directors
attorneys,  and  agents, from any and all damages, costs and expenses (including
actual  attorneys'  fees)  which  they  may incur (i) by reason of my failure to
fulfill  any of the terms and conditions of this Subscription, (ii) by reason of
my  breach  of  any  of  my  representations, warranties or agreements contained
herein,  and  (iii)  with respect to any and all claims made by or involving any
person,  other than me personally, claiming any interest, right, title, power or
authority  in respect to the Shares.  I further agree and acknowledge that these
indemnifications  shall  survive  any  sale  or  transfer,  or attempted sale or
transfer,  of  any  portion  of  the  Shares.

6.   SUBSCRIPTION  BINDING ON HEIRS, ETC.  This Subscription, upon acceptance by
the  Company,  shall  be  binding  upon  the  heirs,  executors, administrators,
successors  and assigns of the Participant.  If the undersigned is more than one
person,  the  obligations  of the undersigned shall be joint and several and the
representations  and  warranties shall be deemed to be made by and be binding on
each  such  person  and his or her heirs, executors, administrators, successors,
and  assigns.

7.   EXECUTION  AUTHORIZED.  If  this  Subscription  is  executed on behalf of a
corporation,  partnership,  trust or other entity, the undersigned has been duly
authorized  and  empowered  to legally represent such entity and to execute this
Subscription  and  all  other  instruments in connection with the Shares and the
signature  of  the  person  is  binding  upon  such  entity.

8.   ADOPTION  OF  TERMS AND PROVISIONS.  The Participant hereby adopts, accepts
and  agrees  to  be  bound  by  all  the  terms  and  provisions  hereof.

9.   GOVERNING LAW.  This Subscription shall be construed in accordance with the
laws  of  the  State  of  Nevada.


                                                       CHINA GRANITE CORPORATION
                                        5                 Subscription Agreement
<PAGE>
10.  INVESTOR  INFORMATION:

--------------------------------------------------------------------------------
                        PARTICULARS OF PURCHASE OF SHARES
                        ---------------------------------

Number of Shares Subscribed For:
                                                      --------------------
Total subscription price payable: ($3.00 x
number of Shares):
                                                      --------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PURCHASER INFORMATION
                              ---------------------

Name of Purchaser:
                          ------------------------------------------------------

Street Address:
                          ------------------------------------------------------

Street Address (2):
                          ------------------------------------------------------

City and State:
                          ------------------------------------------------------

Zip Code:
                          ------------------------------------------------------

Contact Name:
                          ------------------------------------------------------

Alternate Contact:
                          ------------------------------------------------------

Phone No.:
                          ------------------------------------------------------

Fax No:
                          ------------------------------------------------------

--------------------------------------------------------------------------------


                                                       CHINA GRANITE CORPORATION
                                        6                 Subscription Agreement
<PAGE>
--------------------------------------------------------------------------------
                            REGISTRATION INFORMATION
                            ------------------------
Registration of the certificates representing the Shares should be made exactly
              as follows (if space is insufficient, attach a list):

Name of Purchaser:
                          ------------------------------------------------------

Street Address:
                          ------------------------------------------------------

Street Address (2):
                          ------------------------------------------------------

City and State:
                          ------------------------------------------------------

Zip Code:
                          ------------------------------------------------------

Contact Name:
                          ------------------------------------------------------

Alternate Contact:
                          ------------------------------------------------------

Phone No.:
                          ------------------------------------------------------

Fax No:
                          ------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            DELIVERY OF CERTIFICATES
                            ------------------------
  The certificates representing the Shares are to be delivered as follows (if
  different from the address(es) set forth "Registration Information" above):

Name of Purchaser:
                          ------------------------------------------------------

Street Address:
                          ------------------------------------------------------

Street Address (2):
                          ------------------------------------------------------

City and State:
                          ------------------------------------------------------

Zip Code:
                          ------------------------------------------------------

Contact Name:
                          ------------------------------------------------------

Alternate Contact:
                          ------------------------------------------------------

Phone No.:
                          ------------------------------------------------------

Fax No:
                          ------------------------------------------------------

--------------------------------------------------------------------------------


                                                       CHINA GRANITE CORPORATION
                                        7                 Subscription Agreement
<PAGE>
--------------------------------------------------------------------------------
                        BENEFICIAL PURCHASER INFORMATION
                        --------------------------------
 If the Purchaser is acting for a beneficial purchaser, the name and address of
                    such beneficial purchaser is as follows:

Name of Purchaser:
                          ------------------------------------------------------

Street Address:
                          ------------------------------------------------------

Street Address (2):
                          ------------------------------------------------------

City and State:
                          ------------------------------------------------------

Zip Code:
                          ------------------------------------------------------

Contact Name:
                          ------------------------------------------------------

Alternate Contact:
                          ------------------------------------------------------

Phone No.:
                          ------------------------------------------------------

Fax No:
                          ------------------------------------------------------

--------------------------------------------------------------------------------

11.  EXECUTION  BY  FACSIMILE,  COUNTERPARTS.  The  Company shall be entitled to
rely  on  delivery  by  facsimile  of  an executed copy of this Subscription and
acceptance by the Company of such facsimile copy shall create a legal, valid and
binding  agreement  among the undersigned and the Company in accordance with the
terms  hereof.  This Subscription may be executed in counterparts, each of which
shall  be deemed to be an original and all of which shall constitute one and the
same  document.




                         [remainder of page left blank]


                                                       CHINA GRANITE CORPORATION
                                        8                 Subscription Agreement
<PAGE>
     Subject  to  acceptance  by the Company, the undersigned (on its own behalf
and,  if  applicable,  on  behalf  of  each principal for whom it is contracting
hereunder)  has completed this Subscription to evidence his/her subscription for
participation  in  the  Shares  of  the Company, this ____ day of______________,
2004,  at,.


                               --------------------------------------------
                               (Full Name of Subscriber - please print)


                               --------------------------------------------
                               (Authorized Signature)


                               --------------------------------------------
                               (Name and Official Capacity - please print)



The Company has accepted this Subscription as of this day of, 2004.


                              CHINA  GRANITE  CORPORATION
                              a  Nevada  corporation


                              By:
                                  ------------------------------------------
                                      Dong  Chen,  CEO

                              Address  for  notice:

                              China  Granite  Corporation
                              2642  Collins  Avenue,  Suite  305
                              Miami,  FL  33140
                              Attn:  Juan  Chen,  CFO


                                                       CHINA GRANITE CORPORATION
                                        9                 Subscription Agreement
<PAGE>
                                     ANNEX A

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:  First American Stock Transfer
     as registrar and transfer agent
     for Shares of
     China Granite Corporation
     [address of First American Stock Transfer]


The  undersigned  (a)  acknowledges  that  the  sale  of the securities of China
Granite  Corporation  (the "Company") to which this declaration relates is being
made  in reliance on Rule 904 of Regulation S under the United States Securities
Act  of  1933,  as amended (the "Securities Act") and (b) certifies that (1) the
undersigned  is not an affiliate of the Company (as that term is defined in Rule
405  under the Securities Act), (2) the offer of such securities was not made to
a  person in the United States and at the time the buy order was originated, the
buyer  was outside the United States, or the seller and any person acting on its
behalf  reasonably  believed  that  the buyer was outside the United States, (3)
neither  the seller nor any affiliate of the seller nor any person acting on any
of  their  behalf  has engaged or will engage in any directed selling efforts in
the  United States in connection with the offer and sale of such securities, (4)
the  sale  is  bona  fide  and  not  for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term  is defined in Rule 144(a)(3) under the Securities Act), and (5) the seller
does not intend to replace such securities with fungible unrestricted securities
and  (6)  the  contemplated  sale  is  not a transaction, or part of a series of
transactions which, although in technical compliance with Regulation S under the
Securities Act, is part of a plan or scheme to evade the registration provisions
of  the  Securities  Act.  Terms  used herein have the meanings given to them by
Regulation  S  under  the  Securities  Act.

Dated:
        ----------------------------       ----------------------------
                                           Name of Seller

                                        By:
                                           ----------------------------
                                        Name:
                                              -------------------------
                                        Title:
                                              -------------------------


                                                       CHINA GRANITE CORPORATION
                                                          Subscription Agreement
<PAGE>