Unassociated Document


    AMENDMENT
      NO. 1 TO THE

    ASSET
      PURCHASE AGREEMENT

    


    This
      AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT, dated and effective as of
      August 7, 2008 (this "Amendment"), is entered into by and among Fuqi
      International Holdings Co., LTD., a British Virgin Islands company, Beijing
      YinZhong TianMei Jewelry Co., Ltd., a company established under the laws of
      the
      PRC (“TianMei
      Beijing”),
      Shanghai TianMei Jewelry Co., Ltd., a company established under the laws of
      the
      PRC (the “TianMei
      Shanghai”
and
      together with TianMei Beijing, collectively the “Sellers”
and
      each a “Seller”),
      and
      Chujian Huang, an individual residing in the PRC with holder of PRC identity
      card no. 440105196302250950 (the “Seller
      Principal”).
      Terms
      not defined in this Amendment shall have such meanings as set forth in the
      Agreement (as defined below).

     

    WITNESSETH:

     

    WHEREAS,
      the Parties entered into that certain Asset Purchase Agreement dated as of
      April
      18, 2008 (the “Agreement”);

     

    WHEREAS,
      in lieu of depositing the Escrow Deposit with the Escrow Agent, the Parties
      desire for Buyer to make a payment (“Subsequent Purchase Payment”) to the
      Sellers in an amount equal to the Escrow Deposit on the date that is six (6)
      from the Closing Date, subject to set-off from undiscovered inventory defects
      or
      descriptions in accordance with the Agreement and this Amendment;

     

    WHEREAS,
      Section 8.6 of the Agreement permits the parties to amend the Agreement only
      by
      a written instrument executed by the Parties; and

     

    WHEREAS,
      the Parties wish to amend the Agreement as set forth below by entering into
      this
      Amendment.

     

    NOW,
      THEREFORE, for good and valuable consideration and in consideration of the
      respective representations, warranties, covenants and agreements set forth
      in
      the Agreement, the parties hereby agree to amend the Agreement as
      follows:

     

    AGREEMENT:

    


    1. Section
      1.4(c) of the Agreement is hereby amended and restated in its entirety as
      follows:

     

    (c) Subsequent
      Payment.
      On the
      date that is six (6) months from the Closing Date, Buyer shall effect a payment
      to the Sellers in an amount equal to Sixteen Million Yuan Renminbi (16,000,000
      Yuan RMB) (the “Subsequent
      Payment”),
      which
      is equal to twenty percent (20%) of the Purchase Price; provided
      that,
      however, the Subsequent Payment shall be subject to set-off from undiscovered
      inventory defects or descriptions in accordance with this Section 1.4(c). During
      the six (6) month period after the Closing Date, Buyer shall verify whether
      the
      Inventory list, as previously provided to Buyer by Sellers, is accurate and
      whether any items on the Inventory list is defective. For purposes of this
      Section 1.4(c), defective inventory shall means any item of Inventory agreed
      upon and identified by Buyer and Sellers as damaged or defective or otherwise
      not salable in the ordinary course because it is dented, worn, scratched,
      broken, broken sets, faded, mismatched, or merchandise affected by other similar
      defects rendering it not first quality.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Section
      2.6, “Deliveries at the Closing by Sellers,” and Section 2.7, “Deliveries at the
      Closing by Buyer,” shall be amended in accordance with the
      following:

     

    (a) Seller
      Principal and Fuqi International, Inc., Buyer’s parent corporation, shall
      execute an Employment Agreement at or within ten (10) calendar days after the
      Closing Date in substantially the form attached hereto as Exhibit
      A-1.

    


    (b) Seller
      Principal and Fuqi International, Inc., further to the Intellectual Property
      Transfer Agreement, shall execute an Escrow Agreement at or within ten (10)
      calendar days after the Closing Date in substantially the form attached hereto
      as Exhibit
      A-2.

    


    3. Except
      as
      amended herein, the Agreement shall remain in full force and
      effect.

     

    4. This
      Amendment may be executed in any number of facsimile counterparts, each of
      which
      shall be an original, but which together constitute one and the same instrument.
      This Amendment may be executed and delivered by facsimile.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Buyer, Sellers, and Seller Principal have each caused this
      Agreement to be duly executed by their duly authorized officers as of the day
      and year first above written.

     

    

      
        	
              	BUYER:
	 	 	 
	 	FUQI
                INTERNATIONAL HOLDINGS CO., LTD.
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Yu Kwai Chong

              
	 	
                Name:
                  

              	
                Yu
                  Kwai Chong

              
	 	
                Title:
                  

              	
                Chairman
                  & Chief Executive Officer

              
	 	 	 
	 	 	 
	 	SELLERS:
	 	 	 
	 	BEIJING
                YINZHONG TIANMEI JEWELRY CO., LTD.
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Chujian Huang

              
	 	
                Name:
                  

              	
                Chujian
                  Huang

              
	 	
                Title:
                  

              	
                Legal
                  Representative 

              
	 	 	 
	 	 	 
	 	SHANGHAI
                TIANMEI JEWELRY CO., LTD.
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Chujian Huang

              
	 	
                Name:
                  

              	
                Chujian
                  Huang

              
	 	
                Title:
                  

              	
                Legal
                  Representative

              
	 	 	 
	 	 	 
	 	 	 
	 	SELLER
                PRINCIPAL:
	 	 	 
	 	 	 
	 	
                /s/
                  Chujian Huang

              
	 	
                Chujian
                  Huang

              


      

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A-1

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT
      is made
      on August 7, 2008 and shall be effective immediately.

     

    Between:

     

    
      	
              (1)

            	
              FUQI
                INTERNATIONAL, INC.,
                incorporated under the laws of the State of Delaware, U.S.A., whose
                registered office is at Room 1307, 13/F, Hang Seng TST Building,
                18
                Carnarvon Road, Tsim Sha Tsui, Kowloon, HKSAR (the Company);
                and

            


    

     

    
      	
              (2)

            	
              Chujian
                Huang,
                an individual residing in the PRC with holder of PRC identity card
                no.
                440105196302250950 (the Employee).

            


    

     

    Whereas:

     

    
      	
              (A)

            	
              On
                the date hereof, the Company has acquired the Temix
                business.

            


    

     

    
      	
              (B)

            	
              As
                part of the acquisition of Temix, the Company and Employee agreed
                to enter
                into an employment agreement as a condition of the acquisition.
                

            


    

     

    
      	
              (C)

            	
              The
                parties desire to enter into this Agreement to establish the terms
                and
                conditions of the Employee’s
                employment.

            


    

     

    IT
      IS AGREED
      as
      follows:

     

    1.1  Definitions

     

    
      	
              1.

            	
              In
                this Agreement the following expressions shall have the following
                meanings:

            


    

     

    Business
      means
      all
      and any business, trade or other commercial activities of the Company or any
      Group Company, including the operations of the Temix business;

     

    Board
      means
      the Board of Directors of the Company or a duly authorized committee of the
      Board of Directors;

     

    Confidential
      Information
      means
      all and any information, knowledge or data (whether or not recorded in
      documentary form or on computer disk or tape) not generally known or available
      to the public which Employee may have learned, discovered, developed, conceived,
      originated or prepared during or as a result of the Employment relating to
      the
      operations, business methods, corporate plans, management systems, finances,
      new
      business opportunities, products, services, technology, customers, clients,
      policies, procedures, accounts, personnel, techniques, concepts, or research
      and
      development projects of the Company or any Group Company and any and all trade
      secrets, secret formulae, process, inventions, designs, know-how, discoveries,
      technical specifications and other technical information relating to the
      creation, production or supply of any past, present or future product or service
      of the Company or any Group Company;

     

    Employment
      means
      the Employee’s employment in accordance with the terms and conditions of this
      Agreement;

     

    Group
      Company means
      the
      Company and any company which is a direct or indirect subsidiary of the Company
      from time to time; 

    
      


      
        
          Exhibit
            A-1

        

        
          4

          
            

          

        

        
           

        

      

    

     

    Termination
      Date
      means
      the date on which the Employment is terminated howsoever caused.

     

    1.2  Term
      and
      Appointment

     

    
      	
              2.1

            	
              According
                to the terms of this Agreement, the Employee shall be appointed as
                the
                [_____________________] of the
                Company.

            


    

     

    
      	
              2.2

            	
              Subject
                to clause 10, the Employment shall commence as of the date hereof
                and
                shall continue for a period of [three] ([3]) years from such date
                unless
                or until terminated by either party according to clause 9.
                

            


    

     

    
      	
              2.3

            	
              The
                Executive will be responsible for his own income tax payable to relevant
                federal and state authorities in the United
                States

            


    

     

    Employee
      shall be responsible for and bear his own income tax by himself according to
      applicable law, authorities and jurisdictions and Employee shall be responsible
      to properly report his personal income tax to his country, place of residency,
      and any other authority as required by applicable law. Notwithstanding the
      Employee’s reporting and payment obligations with respect to income taxes,
      Employee agrees that the Company or Group Company is entitled, at its election,
      to withhold the tax according to applicable law. Employee agrees that it shall
      indemnify the Company for any income taxes and related cost and expenses that
      Company is forced to pay on the behalf of Employee where such amounts exceed
      what was withheld by the Company from Employee’s income.

     

    1.3  Duties

     

    3.1 During
      the Employment, the Employee will:

     

    
      	 	
              (a)

            	
              devote
                his best efforts, energies, skills and attention to the business
                and
                affairs of the Company and Group
                Company;

            


    

     

    
      	 	
              (b)

            	
              faithfully
                and diligently perform all such duties and exercise all such powers
                that
                are commensurate with Employee’s position and as are lawfully and properly
                assigned to him from time to time by the Chief Executive Officer
                or the
                Board, whether such duties or powers relate to the Company or any
                other
                Group Company;

            


    

     

    
      	 	
              (c)

            	
              comply
                with all directions lawfully and properly given to him by the Chief
                Executive Officer and the Board as they may from time to time deem
                in the
                best interests of the Company;

            


    

     

    
      	 	
              (d)

            	
              devote
                the whole of his time, attention and abilities to the business of
                the
                Company or any other Group Company for which he is required to perform
                duties and shall not, without the Company’s prior written consent, be
                directly or indirectly engaged, concerned or interested in any other
                business activity, trade or
                occupation;

            


    

     

    
      	 	
              (e)

            	
              promptly
                provide the Company with all such information as it may require in
                connection with the business or affairs of the Company and of any
                other
                Group Company for which he is required to perform
                duties.

            


    

     

    
      	 	
              (f)

            	
              comply
                with any and all governmental laws, regulations, and policies in
                connection with his actions as an employee of the Company and conduct
                himself in accordance with the highest business standards as are
                reasonably and customarily expected of such position;
                and

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          5

          
            

          

        

        
           

        

      

    

     

    
      	 	
              (g)

            	
              fully
                cooperate and participate in any investigation conducted by the Company
                relating to its interests or as may be required by applicable
                law.

            


    

     

    
      	
              3.2

            	
              The
                Employee shall be required to work during the Company’s normal business
                hours together with such additional hours as are required in the
                proper
                performance of his duties. The Employee acknowledges that he has
                no
                entitlement to additional remuneration for any hours worked in excess
                of
                the Company’s normal business
                hours.

            


    

     

    
      	
              3.3

            	
              The
                Employee’s normal place of work is in the United States. However, the
                Employee may be assigned to work in either of the Company’s offices in
                Hong Kong or Shenzhen and may be required to make overseas business
                trips
                as may be required for the proper performance of his duties under
                the
                Employment.

            


    

     

    1.4  Salary

     

    
      	
              4.1

            	
              The
                Employee’s base salary shall be [_______________] US Dollars
                (US$[__________]) per annum payable in regular instalments in accordance
                with the customary payroll practices of the Company and subject to
                all
                legally required deductions and withholdings. Employee’s base salary will
                be reviewed by the Company’s Compensation Committee annually in a manner
                that is consistent with Company’s compensation policy. The base salary may
                be increased from time to time by the Compensation Committee in its
                absolute discretion, the determination of which shall be based upon
                such
                standards, guidelines and factual circumstances as the Compensation
                Committee deems relevant. 

            


    

     

    
      	
              4.2

            	
              Other
                than as explicitly set forth in this Agreement, the Employee’s salary is
                inclusive of all fees and other remuneration to which he may be or
                become
                entitled as an officer of the Company or of any other Group
                Company.

            


    

     

    
      	
              4.3

            	
              [RESERVED]

            


    

     

    
      	
              4.4

            	
              During
                Employment, Employee is entitled to reimbursement for reasonable
                and
                necessary business expenses incurred by Employee in connection with
                the
                performance of Employee’s duties. Payments to Employee will be made in
                accordance with the Company’s policy and procedures upon presentation of
                itemized statements of such business expenses in such detail as the
                Company may reasonably require and pursuant to applicable Company
                policy.

            


    

     

    1.5  Bonus

     

    
      	
              5.1

            	
              The
                Employee shall be eligible to receive a management bonus in respect
                of
                each fiscal year of the Company completed in an amount to be determined
                by
                the Compensation Committee in its absolute discretion. Payment of
                such
                bonus, if any, shall be at the absolute discretion of the Company’s
                Compensation Committee, the determination of which shall be based
                upon
                such standards, guidelines and factual circumstances as the Compensation
                Committee deems relevant. 

            


    

     

    
      	
              5.2

            	
              After
                the Termination Date the Employee will not be eligible to receive
                the
                bonus referenced in clause 5.1 and the payment of any bonus to which
                the Employee may be eligible for after the Termination Date will
                be at the
                sole discretion of the Board and Compensation
                Committee.

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          6

          
            

          

        

        
           

        

      

    

     

    1.6  Vacation

     

    
      	
              6.1

            	
              The
                Employee is entitled to accrue up to twenty (20) working days’ paid
                vacation per calendar year during his Employment (plus public holidays
                in
                Hong Kong), to be taken at a time or times convenient to the Company.
                The
                right to paid vacation will accrue pro rata during each calendar
                year of
                the Employment. Any vacation time not taken within 12 months of accruing
                will be forfeited, and no more than twenty (20) working days’ of vacation
                may be accrued at any time. Vacation time may not be carried over
                from one
                year to the next and payment will not be made in lieu of vacations
                not
                taken. 

            


    

     

    
      	
              6.2

            	
              On
                termination of the Employment, the Employee shall be entitled to
                payment
                in lieu of accrued but untaken vacation (other than vacations forfeited
                in
                accordance with clause 6.1) on a pro rata
                basis.

            


    

     

    1.7  Sickness
      and Other Incapacity

     

    
      	
              7.1

            	
              Subject
                to the Employee’s compliance with the Company’s policy on notification and
                certification of periods of absence from work, the Employee will
                continue
                to be paid his full salary during any period of absence from work
                due to
                sickness, injury or other incapacity, up to a maximum of two (2)
                days for
                each completed month of service in the first year of service and
                four (4)
                days for each completed month of service thereafter.
                

            


    

     

    
      	
              7.2

            	
              The
                Employee will not be paid during any period of absence from work
                (other
                than due to vacation, holiday, sickness, injury or other incapacity)
                without the prior written permission of the
                Company.

            


    

     

    1.8  Intellectual
      Property

     

    
      	
              8.1

            	
              The
                Employee shall forthwith disclose full details of any inventions,
                designs,
                know-how or discoveries, whether registerable or not, or whether
                patentable or a copyright work (Inventions)
                in confidence to the Company and shall regard himself in relation
                thereto
                as a trustee for the Company.

            


    

     

    
      	
              8.2

            	
              All
                intellectual property rights in such Inventions shall vest absolutely
                in
                the Company which shall be entitled, so far as the law permits, to
                the
                exclusive use thereof.

            


    

     

    
      	
              8.3

            	
              Notwithstanding
                clause 8.2 above, the Employee shall assign to the Company the copyright
                (by way of assignment of copyright) and other intellectual property
                rights, if any, in respect of all works written, originated, conceived
                or
                made by the Employee (except only those works written, originated,
                conceived or made by the Employee wholly outside his normal working
                hours
                hereunder and wholly unconnected with the Employment) during the
                continuance of the Employment.

            


    

     

    
      	
              8.4

            	
              The
                Employee agrees and undertakes that at any time during or after the
                termination of his Employment he will execute such deeds or documents
                and
                do all such acts and things as the Company may deem necessary or
                desirable
                to substantiate the Company’s rights in respect of the Inventions and
                other intellectual property rights referred to in this clause 8,
                including
                for the purpose of obtaining letters patent or other privileges in
                all
                such countries as the Company may
                require.

            


    

     

    1.9  Termination

    
      


      
        
          Exhibit
            A-1

        

        
          7

          
            

          

        

        
           

        

      

    

     

    
      	
              9.1

            	
              Either
                party may terminate the Employment by providing the other party with
                sixty
                (60) days’ written notice. The Company may, in its sole discretion, also
                terminate the Employment immediately without prior written notice
                by
                making a payment of the base salary to Employee in lieu of prior
                written
                notice.

            


    

     

    
      	
              9.2

            	
              At
                any time during the Employment the Company may also terminate the
                Employment immediately and with no liability to make any further
                payment
                to the Employee (other than in respect of amounts accrued) for serious
                misconduct, including, without limitation, if the
                Employee:

            


    

     

    
      	 	
              (a)

            	
              commits
                any serious or repeated breach of any of his obligations under this
                Agreement or his Employment;

            


    

     

    
      	 	
              (b)

            	
              is
                guilty of serious misconduct which, in the Board’s reasonable opinion, has
                damaged or may damage the business or affairs of the Company or any
                other
                Group Company;

            


    

     

    
      	 	
              (c)

            	
              is
                guilty of conduct which, in the Board’s reasonable opinion, brings or is
                likely to bring himself, the Company or any other Group Company into
                disrepute;

            


    

     

    
      	 	
              (d)

            	
              is
                charged with a criminal offense (other than a road traffic offense
                not
                subject to a custodial sentence);

            


    

     

    
      	 	
              (e)

            	
              is
                or becomes incapacitated or ill to the extent that he is unable to
                perform
                the inherent duties and obligations of the Employment and the Employee
                has
                exhausted all of his entitlement to paid sickness leave set out in
                clause
                7, or 

            


    

     

    
      	 	
              (f)

            	
              is
                declared bankrupt or makes any arrangement with or for the benefit
                of his
                creditors.

            


    

     

    Any
      delay
      or forbearance by the Company in exercising any right of termination shall
      not
      constitute a waiver of it.

     

    
      	
              9.3

            	
              On
                termination of the Employment for whatever reason (and whether in
                breach
                of contract or otherwise) the Employee
                will:

            


    

     

    
      	 	
              (a)

            	
              immediately
                deliver to the Company all books, documents, papers, computer records,
                computer data, and any other property relating to the business of
                or
                belonging to the Company or any other Group Company which is in his
                possession or under his control. The Employee is not entitled to
                retain
                copies or reproductions of any documents, papers or computer records
                relating to the business of or belonging to the Company or any other
                Group
                Company;

            


    

     

    
      	 	
              (b)

            	
              immediately
                resign from any office he holds with the Company or any other Group
                Company (and from any related trusteeships) without any compensation
                for
                loss of office. Should the Employee fail to do so he hereby irrevocably
                authorizes the Company to appoint some person in his name and on
                his
                behalf to sign any documents and do any thing to give effect to his
                resignation from office; and

            


    

     

    
      	 	
              (c)

            	
              immediately
                pay to the Company or, as the case may be, any other Group Company
                all
                outstanding amounts due or owed to the Company or any other Group
                Company.
                The Employee confirms that, should he fail to do so, the Company
                is to be
                treated as authorised to deduct from any amounts due or owed to the
                Employee by the Company (or any other Group Company) a sum equal
                to such
                amounts. 

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          8

          
            

          

        

        
           

        

      

    

     

    
      	
              9.4

            	
              The
                Employee will not at any time after termination of the Employment
                represent himself as being in any way concerned with or interested
                in the
                business of, or employed by, the Company or any other Group
                Company.

            


    

     

    
      	
              9.5

            	
              The
                Employee agrees that any payments pursuant to this clause 9 will
                be in
                full and final settlement of any and all claims the Employee may
                have
                against the Company or any other Group Company arising out of or
                in
                connection with his Employment or its termination, and Employee and
                the
                Company agree to execute a general mutual release in favor of the
                other
                and their successors, affiliates and estates to the fullest extent
                permitted by law, drafted by and in a form reasonably satisfactory
                to the
                Company and Employee. 

            


    

     

    1.10  Suspension

     

    
      	
              10.1

            	
              Where
                notice of termination has been served by either party whether in
                accordance with clause 9.1 or otherwise, the Company shall be under
                no obligation to provide work for or assign any duties to the Employee
                for
                the whole or any part of the relevant notice period and may require
                him:

            


    

     

    
      	 	
              (a)

            	
              not
                to attend any premises of the Company or any other Group Company;
                and/or

            


    

     

    
      	 	
              (b)

            	
              to
                resign with immediate effect from any offices he holds with the Company
                or
                any other Group Company (and any related trusteeships);
                and/or

            


    

     

    
      	 	
              (c)

            	
              to
                refrain from business contact with any customers, clients or employees
                of
                the Company or any Group Company;
                and/or

            


    

     

    
      	 	
              (d)

            	
              to
                take any vacation which has accrued under clause 6.1 during any
                period of suspension under this
                clause 10.1.

            


    

     

    
      	
              10.2

            	
              The
                provisions of clauses 11 and 12 shall remain in full force and effect
                during any period of suspension under
                clause 10.1.

            


    

     

    
      	
              10.3

            	
              Any
                suspension under this clause 10.1 shall be on full salary and
                benefits during any period of
                suspension.

            


    

     

    1.11  Confidential
      Information 

     

    
      	
              11.1

            	
              The
                Employee acknowledges:

            


    

     

    
      	 	
              (a)

            	
              that
                the Confidential Information is valuable to the Company and other
                Group
                Companies;

            


    

     

    
      	 	
              (b)

            	
              that
                the Company will provide the Employee with access to Confidential
                Information so that the Employee is properly able to carry out the
                duties
                pursuant to this Agreement;

            


    

     

    
      	 	
              (c)

            	
              that
                the Employee owes, without limitation, a duty of trust and confidence
                to
                the Company and a duty to act at all times in the best interests
                of the
                Company;

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          9

          
            

          

        

        
           

        

      

    

     

    
      	 	
              (d)

            	
              that
                the disclosure of any Confidential Information to any customer or
                actual
                or potential competitor of the Company or any Group Company would
                place
                the Company at a serious competitive disadvantage and would cause
                immeasurable damage to the Business and therefore the restrictions
                contained in clauses 11 and 12 are reasonable to protect the
                Company;

            


    

     

    and
      the
      Employee undertakes that he will not at any time (whether during the Employment
      or for a period of 12 months from the Termination Date) use for his own or
      another’s advantage, or reveal to any third-party person, firm, company or
      organization and shall use his best efforts to prevent the publication or
      disclosure of any Confidential Information to any third party.

     

    
      	
              11.2

            	
              The
                limitations imposed on Employee pursuant to clause 11.1 shall not
                apply to
                Employee’s (i) compliance with legal process or subpoena, or (ii)
                statements in response to inquiry from a court or regulatory body,
                provided that Employee gives the Company reasonable prior written
                notice
                of such process, subpoena or request. In addition, the restrictions
                in
                this clause shall not apply so as to prevent the Employee from using
                his
                own personal skill in any business in which he may be lawfully engaged
                after the Employment is ended.

            


    

     

    l.12  Restrictive
      Covenants

     

    
      	
              12.1

            	
              The
                Employee covenants with the Company (for itself and as trustee and
                agent
                for each other Group Company) that, for the period during the Employment
                and the twelve (12) months following the Termination Date, he shall
                not,
                whether directly or indirectly, on his own behalf or on behalf of
                or in
                conjunction with any other person, firm, company or other entity
                (except
                on behalf of the Company):

            


    

     

    
      	 	
              (a)

            	
              solicit
                or entice away or attempt to solicit or entice away from the Company
                or
                any Group Company any person, firm, company or other entity who is,
                or
                was, a client of the Company or any Group Company with whom the Employee
                had business dealings during the course of his Employment or in the
                twelve
                (12) month period prior to the Termination
                Date;

            


    

     

    
      	 	
              (b)

            	
              solicit
                or entice away or attempt to solicit or entice away any individual
                person
                who is employed or engaged by the Company or any Group Company either
                as a
                director or in a managerial or technical capacity; or who is in possession
                of Confidential Information and with whom the Employee had business
                dealings during the course of his Employment or the twelve (12) month
                period immediately prior to the Termination Date;
                

            


    

     

    
      	 	
              (c)

            	
              carry
                on, set up, be employed, engaged or interested in a business in Hong
                Kong,
                the People’s Republic of China, and any other geographic locations where
                the Company’s Business is conducted, that is in competition with, whether
                directly or indirectly, the Business as at the Termination Date.
                It is
                agreed that if any such company ceases to be in competition with
                the
                Company and/or any Group Company this clause 12.1(c) shall, with
                effect from that date, cease to apply in respect of such company.
                The
                provisions of this clause 12.1(c) shall not, at any time following
                the Termination Date, prevent the Employee from (i) owning an equity
                interest in the Company, and (ii) owning up to one percent (1%) of
                the
                securities in a corporation engaged in a business that competes with
                the
                Company, provided that such securities are listed on a national securities
                exchange. Nothing in this clause 12.1(c) shall prohibit Employee
                from
                seeking or doing of business not in direct or indirect competition
                with
                the Business;

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          10

          
            

          

        

        
           

        

      

    

     

    
      	
              12.2

            	
              While
                the parties agree that the restrictions contained in Clause 11 and
                12 are
                reasonable in all the circumstances, it is agreed that if any court
                of
                competent jurisdiction holds that the length of the post-termination
                covenants contained in clauses 11 and 12 are not reasonable, the
                parties
                agree that:

            


    

     

    
      	 	
              (a)

            	
              the
                covenants are to apply for a period of nine (9) months from the
                Termination Date; or, if this period is held to be
                unreasonable,

            


    

     

    
      	 	
              (b)

            	
              for
                a period of six (6) months from the Termination Date; or if this
                period is
                held to be unreasonable,

            


    

     

    
      	 	
              (c)

            	
              for
                such other period as any court of competent jurisdiction decides
                is
                reasonable.

            


    

     

    
      	
              12.3

            	
              The
                period during which the restrictions referred to in clauses 12.1(a)
                to (c) inclusive which apply following the Termination Date shall
                be
                reduced by the amount of time during which, if at all, the Company
                suspends the Employee under the provisions of clause 10.1.
                

            


    

     

    1.13  Miscellaneous

     

    
      	
              13.1

            	
              This
                Agreement, together with any other documents referred to in this
                Agreement, supersedes all other agreements both oral and in writing
                between the Company and the Employee. The Employee acknowledges that
                he
                has not entered into this Agreement in reliance upon any representation,
                warranty or undertaking which is not set out in this Agreement or
                expressly referred to in it as forming part of the Employee’s contract of
                employment.

            


    

     

    
      	
              13.2

            	
              The
                Employee represents and warrants to the Company that he will not
                by reason
                of entering into the Employment, or by performing any duties under
                this
                Agreement, be in breach of any terms of employment with a third party
                whether express or implied or of any other obligation binding on
                him.

            


    

     

    
      	
              13.3

            	
              Any
                notice to be given under this Agreement to the Employee may be served
                by
                being handed to him personally or by being sent by registered post
                to him
                at his usual or last known address; and any notice to be given to
                the
                Company may be served by being left at or by being sent by registered
                post
                to its registered office for the time being. Any notice served by
                registered post shall be deemed to have been served two days (excluding
                Sundays and statutory holidays) after the date of the registered
                post
                receipt. 

            


    

     

    
      	
              13.4

            	
              The
                provisions of clauses 11, 12 and 13 shall remain in full force and
                effect after the Termination Date. 

            


    

     

    
      	
              13.5

            	
              This
                Agreement and the relationship between the parties shall be governed
                by,
                and interpreted in accordance with, the laws of the State of Delaware,
                U.S.A. Each of the parties agrees that the courts of the State of
                Delaware
                are to have non-exclusive jurisdiction to settle any disputes (including
                claims for set-off and counterclaims) which may arise in connection
                with
                the creation, validity, effect, interpretation or performance of,
                or the
                legal relationships established by, this Agreement or otherwise arising
                in
                connection with this Agreement, and for such purposes irrevocably
                submit
                to the non-exclusive jurisdiction of the courts of the State of
                Delaware.

            


    

    
      


      
        
          Exhibit
            A-1

        

        
          11

          
            

          

        

        
           

        

      

    

     

    
      	
              13.6

            	
              The
                Agreement is written in both Chinese and English languages. If any
                inconsistency arises between the two versions, the English version
                shall
                prevail.

            


    

     

    
      	
              13.7

            	
              If
                any one or more of the provisions contained in this Agreement shall
                for
                any reason be held to be invalid, illegal, or unenforceable in any
                respect, such invalidity, illegality, or unenforceability shall not
                affect
                any other provision hereof, and this Agreement shall be construed
                as if
                such invalid, illegal, or unenforceable provision had never been
                contained
                herein. In addition, if any court of competent jurisdiction determines
                that any of the provisions set forth herein are unenforceable because
                of
                the duration or geographic scope of such provision, such court shall
                have
                the power to reduce the duration or scope of such provision as the
                case
                may be, to the extent necessary to render such provision
                enforceable.

            


    

     

    
      	
              13.8

            	
              The
                waiver by any party to a breach of any provision of this Agreement
                must be
                in writing and signed by such party to be effective, and shall not
                operate
                or be construed as a waiver of any subsequent breach of this
                Agreement.

            


    

     

    
      	
              13.9

            	
              This
                Agreement is personal in nature, and neither this Agreement nor any
                part
                of any obligation herein shall be assignable by Employee. The Company
                shall be entitled to assign this Agreement to any affiliate or successor
                of the Company that assumes the ownership or control of the business
                of
                the Company, and the Agreement shall inure to the benefit of any
                such
                successor or assign.

            


    

     

    
      	
              13.10

            	
              This
                Agreement may be executed in one or more facsimile counterparts,
                and by
                the parties hereto in separate facsimile counterparts, each of which
                when
                executed shall be deemed to be an original while all of which taken
                together shall constitute one and the same
                instrument.

            


    

     

    [SIGNATURE
      PAGE TO FOLLOW]

    


    
      
        Exhibit
          A-1

      

      
        12

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF
      this
AGREEMENT
      has
      been
      signed on the date the day and year first above written.

     

     

    
      	SIGNED by
              CHUJIAN
              HUANG	)	 	 
	in the presence of:	)	 	 
	 	 	 	 


    

     

     

    
      	SIGNED for
              and on behalf of	)	 
	FUQI INTERNATIONAL,
              INC.
              in
              the presence of: 	) 	 
	 	 	 


    

    
      


      
        
          Exhibit
            A-1

        

        
          13

          
            

          

        

        
           

        

      

    

     

    
 

    DATED
      THE
      [___] DAY OF AUGUST, 2008

    


    


    


    FUQI
      INTERNATIONAL, INC.

    


    


    and

    


    


    


    CHUJIAN
      HUANG

    


    
      

      

    

    


    EMPLOYMENT
      AGREEMENT

     

    


    
      

      

    

    
      


      
        
          Exhibit
            A-1

        

        
          14

          
            

          

        

        
           

        

      

    

     

     

    EXHIBIT
      A-2

     

    BNY
      MELLON, NATIONAL ASSOCIATION

    ESCROW
      AGREEMENT 

    


    This
      Escrow Agreement, dated as of August 7, 2008, is by and among Fuqi
      International, Inc., a Delaware corporation having its principal place of
      business at 5/F., Block 1, Shi Hua Industrial Zone, Cui Zhu Road North,
      Shenzhen, 518019, People’s Republic of China (“Fuqi”), Chujian Huang, an
      individual residing in the PRC with holder of PRC identity card no.
      440105196302250950, (collectively, the “Escrow Parties”), and BNY Mellon,
      National Association, a national banking association with its principal place
      of
      business at One Mellon Center, Pittsburgh, PA 15258 (the "Escrow
      Agent").

    


    WHEREAS,
      Mr. Huang, Beijing YinZhong TianMei Jewelry Co., Ltd. (“TianMei Beijing”),
      Shanghai TianMei Jewelry Co., Ltd. (the “TianMei Shanghai” and together with
      TianMei Beijing, collectively the “Sellers” and each a “Seller”), entered into
      an Asset Purchase Agreement dated April 18, 2008 with Fuqi International
      Holdings Co., LTD., a British Virgin Islands company (“Fuqi BVI”) and
      wholly-owned subsidiary of Fuqi;

    


    WHEREAS,
      pursuant to the Asset Purchase Agreement, Mr. Huang entered into that certain
      Intellectual Property Transfer Agreement dated April 18, 2008 (the “IP
      Agreement”) with Fuqi pursuant to which Mr. Huang agreed to transfer the
      Intellectual Property, as defined in the IP Agreement to Fuqi and/or its
      subsidiaries; 

    


    WHEREAS,
      in accordance with the IP Agreement, Fuqi agreed to issue Five Hundred Forty
      Thousand Three Hundred Thirty-Three (540,333) shares of common stock of Fuqi
      (the “Shares”) and deposit the Shares into an escrow account for a period of
      twenty-four (24) months from the closing date of the Asset Purchase Agreement
      and IP Agreement (the “Closing Date”) where the Shares will be subject to
      set-off from failure of the Business to meet EBITDA targets and from
      indemnification obligations of Mr. Huang or the Sellers under the Asset Purchase
      Agreement or the IP Agreement; and

    


    WHEREAS,
      the parties desire to set forth their understandings with regard to the escrow
      account established by this Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises and agreements of the parties
      contained in this Agreement, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are acknowledged, the parties agree as
      follows:

    


    1.
      Appointment
      of Agent.
      The
      Escrow Parties appoint the Escrow Agent as their agent to hold in escrow, and
      to
      administer the disposition of, the Escrow Fund (as defined below) in accordance
      with the terms of this Agreement, and the Escrow Agent accepts such
      appointment.

    


    2.
      Establishment
      of Escrow. 

    


    (a)
      Escrow Shares. Within
      ten (10) calendar days of this Agreement, Fuqi shall deliver to the Escrow
      Agent
      stock certificate(s) representing the Shares registered in the name Mr. Huang
      and Mr. Huang shall provide a sign, blank, and fully endorsed stock power are
      it
      relates to the stock certificate(s) representing the Shares. Upon receipt
      thereof, the Escrow Agent shall acknowledge such receipt to all parties in
      writing. Such shares, together with any securities distributed in respect
      thereof or in exchange therefor, and the stock power are referred to herein
      as
“Escrow
      Shares.” The
      Escrow Shares will be held and disbursed by the Escrow Agent in accordance
      with
      the terms hereof. The Escrow Shares together with any cash or other property
      distributed in respect thereof and less any amounts paid or distributed from
      time to time in accordance with the terms of this Agreement, are referred to
      herein as the “Escrow
      Fund.” 

    
      


      
        
          
          

        

        
           

          
            

          

        

        
           

        

      

    

     

    (b)
      Distributions, Etc. Any
      securities distributed in respect of or in exchange for any of the Escrow
      Shares, whether by way of distribution, other reorganizations, or otherwise,
      shall be issued in the name of Mr. Huang, and shall be delivered to the Escrow
      Agent, who shall hold such securities in escrow. Such securities shall be
      considered Escrow Shares for purposes hereof. Any cash dividends or property
      (other than securities) distributed in respect of the Escrow Shares that are
      received by the Escrow Agent shall be held by the Escrow Agent as part of the
      Escrow Fund. Subject to the foregoing, the Escrow Agent shall, upon written
      instruction from Fuqi (a copy of which shall also be delivered to Mr. Huang),
      deliver any certificate representing the Escrow Shares to any payment agent
      or
      exchange agent if required in connection with a sale, merger, combination or
      similar reorganization involving the Company.

    


    (c)
      Cash Deposits. The
      Escrow Agent shall deposit any cash received in connection with the Escrow
      Fund
      in one or more deposit accounts at Mellon Bank, N.A. in accordance with such
      written instructions and directions as may from time to time be provided to
      the
      Escrow Agent by Fuqi. In the event that the Escrow Agent does not receive
      written instructions, the Escrow Agent shall deposit the Escrow Fund in deposit
      accounts at Mellon Bank, N.A. Deposits shall in all instances be subject to
      the
      Escrow Agent’s standard funds availability policy. The Escrow Agent shall not be
      responsible for any loss due to interest rate fluctuation or early withdrawal
      penalty. The Escrow Parties understand that deposits of the Escrow Fund are
      not
      necessarily insured by the United States Government or any agency or
      instrumentality thereof, or of any state or municipality, and that such deposits
      do not necessarily earn a fixed rate of return. In no instance shall the Escrow
      Agent have any obligation to provide investment advice of any kind. The Escrow
      Agent shall not be liable or responsible for any loss resulting from any
      deposits made other than as a result of the gross negligence or willful
      misconduct of the Escrow Agent. 

     

    (d)
      Voting
      of Interests. Mr.
      Huang
      shall have the right, in his sole discretion, to Exercise
      any and all voting rights with respect to the Escrow Shares. The Escrow Agent
      shall not vote the Escrow Shares or take any other action with respect thereto
      unless Fuqi has given the Escrow Agent written instructions in that
      regard.

    


    (e)
      Transferability of Escrow Shares. For
      the
      period during which the Escrow Shares are held by the Escrow Agent in accordance
      with this Agreement, Mr. Huang’s interest in such Escrow Shares shall not be
      assignable or transferable.

    


    3. Customer
      Identification and TIN Certification. To
      help
      the government fight the funding of terrorism and money laundering activities,
      Federal laws requires all financial institutions to obtain, verify and record
      information that identifies each individual or entity that opens an account.
      Therefore, the Escrow Agent must obtain the name, address, taxpayer or other
      government identification number, and other information, such as date of birth
      for individuals, for each individual and business entity that is a party to
      this
      Agreement. For individuals signing this Agreement on their own behalf or on
      behalf of another, the Escrow Agent requires a copy of a driver’s license,
      passport or other form of photo identification. For business and other entities
      that are parties to this Agreement, the Escrow Agent will require such documents
      as it deems necessary to confirm the legal existence of the entity.


    


    At
      the
      time of or prior to execution of this Agreement, any Escrow Party providing
      a
      tax identification number for tax reporting purposes shall provide to the Escrow
      Agent a completed IRS Form W-9 or W-8, applicable, and every individual
      executing this Agreement on behalf of an Escrow Party shall provide to the
      Escrow Agent a copy of a driver’s license, passport or other form of photo
      identification acceptable to the Escrow Agent. The Escrow Parties agree to
      provide to the Escrow Agent such organizational documents and documents
      establishing the authority of any individual acting in a representative capacity
      as the Escrow Agent may require in order to comply with its established
      practices, procedures and policies. 

    
      


      
        
          Exhibit
            A-2

        

        
          2

          
            

          

        

        
           

        

      

    

     

    The
      Escrow Agent is authorized and directed to report all interest and other income
      earned on the Escrow Fund in accordance with the Form W-9 or W-8, applicable,
      information provided to the Escrow Agent by Mr. Huang. The Escrow Parties
      understand that, in the event one or more tax identification number is not
      certified to the Escrow Agent, the Internal Revenue Code, as amended from time
      to time, may require withholding of a portion of any interest or other income
      earned on the Initial Deposit.

    


    4.
      RESERVED.

    


    5.
      Release
      of the Escrow Fund.

    


    (a) Subject
      to the conditions set forth below, the parties agree that Fuqi shall calculate
      the number of Escrow Shares to be released to Mr. Huang pursuant to the formulas
      below and Fuqi shall issue and execute an instruction certificate to the Escrow
      Agent indicating the number of Escrow Shares to be released to Mr. Huang and
      the
      date of such release, if any. For purposes of determining the number of Escrow
      Shares deliverable to Mr. Huang under this Agreement, each Escrow Share shall
      be
      deemed to have a value equal to $7.27 per common share (the “Fuqi Share Price”).
      For purposes of this Agreement, “EBITDA” shall mean, for any period, the net
      income or loss of the Business for such period before any interest, income
      tax,
      depreciation and amortization determined on a consolidated basis in accordance
      with USGAAP as shall be determined by the Fuqi and approved by the Fuqi’s
      independent auditors. 

    


    
      	1.14  	
              (1)The
                “First Release”, if any, shall be released to Mr. Huang no later than the
                thirtieth (30th) day following the completion of the Fuqi’s preparation of
                its financial statements for the period (the “2008 Period”) commencing on
                September 1, 2008 and terminating on August 31, 2009. If EBITDA for
                the
                2008 Period is equal to or greater than US$2.6 million (“2008 EBITDA
                Target”), then one-half of the Escrow Shares shall be released to
                Mr.
                Huang.
                If EBITDA for the 2008 Period is less than the 2008 EBITDA Target,
                the
                number of Escrow Shares to be released to Mr. Huang, if any, shall
                be
                calculated as follows:

            


      	 	 


      	 	
              1.15  One-half
                of Escrow Shares - ( ( 2008 EBITDA Target - EBITDA for 2008 Period
                ) /
                Fuqi Share Price)

            


      	 	 


      	 	1.16  Any
              Escrow Shares not released to the Mr. Huang in the First Release shall
              be
              returned to the Fuqi.


    

     

     

    
      	1.17  	
              (2)The
                “Second Release”, if any, shall be due and payable no later than the
                thirtieth (30th) day following the completion of the Fuqi’s preparation of
                its financial statements for the period (the “2009 Period”) commencing on
                the September 1, 2009 and terminating on August 31, 2010. If EBITDA
                for
                the 2009 Period is equal to or greater than US$3.7 million (“2009 EBITDA
                Target”), then one-half of the Escrow Shares shall be released to Mr.
                Huang. If EBITDA for the 2009 Period is less than the 2009 EBITA
                Target,
                the number of Escrow Shares to be released to Mr. Huang, if any,
                shall be
                calculated as follows:

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	1.18  One-half
              of Escrow Shares - ( ( 2009 EBITDA Target - EBITDA for 2009 Period
              ) /
              Fuqi Share Price)


      	 	 


      	 	1.19  Any
              Escrow Shares not released to the Mr. Huang in the Second Release shall
              be
              returned to the Fuqi.


    

     

    Any
      dispute as to the release of Escrow Shares under this Section 5(a) shall be
      resolved in accordance with the arbitration provisions contained in Section
      5(b), below.

    


    (b) In
      addition to release of the Escrow Shares in accordance with Section 5(a), above,
      the Escrow Fund is intended to provide a source of funds for the payment of
      any
      amounts which may become due or payable to Fuqi, Fuqi BVI or any of their
      affiliates by Mr. Huang or any of the Sellers pursuant to (i) “Article 7
      Survival of Representations and Warranties; Indemnification” of the Asset
      Purchase Agreement or (ii) Section 8.1 of the IP Agreement. In connection
      therewith, the Escrow Fund shall be distributed and released in accordance
      with
      the following:

    


    (1)  If
      Fuqi,
      Fuqi BVI or any of their affiliates make a claim for indemnification pursuant
      to
“Article 7 Survival of Representations and Warranties; Indemnification” of the
      Asset Purchase Agreement or Section 8.1 of the IP Agreement (the “Claim”), Fuqi
      shall deliver to the Escrow Agent and Mr. Huang a written notice (a “Claim
      Notice”) specifying the facts alleged to constitute the basis for such claim,
      the representations, warranties, covenants and obligations alleged to have
      been
      breached and the amount sought hereunder from the indemnifying persons.


    


    (2) Within
      ten (10) business days or the receipt of a Claim Notice, Mr. Huang shall deliver
      to the Escrow Agent and Fuqi a notice (“Objection Notice”) stating they intend
      to contest the claim (a “Contest”) or to accept liability thereunder.


     

    (i) If
      Mr.
      Huang does not give an Objection Notice within the ten (10) business day period,
      Mr. Huang will be deemed to accept liability as it relates to such claim. To
      the
      extent Mr. Huang is deemed liable for any Claims hereunder, such liability
      shall
      be satisfied pursuant to this Section 5. 

     

    (ii) If
      Mr.
      Huang gives a timely Objection Notice, the Escrow Agent shall not take any
      further action with respect to the claim being contested except as further
      provided herein. Within thirty (30) business days of the receipt thereof, Mr.
      Huang and Fuqi shall select an independent arbitrator (the “Independent
      Arbitrator”). The Independent Arbitrator shall be selected by the mutual
      agreement of Mr. Huang and Fuqi. If the parties cannot agree on the identity
      of
      an Independent Arbitrator within ten (10) business days of the date of an
      Objection Notice, then the Independent Arbitrator will be determined by an
      arbitrator selected by Mr. Huang and an arbitrator selected by Fuqi. The
      decision of the Independent Arbitrator shall be borne as directed by him. Mr.
      Huang and Fuqi shall be entitled to make such representation and provide such
      information and reports to the Independent Arbitrator within twenty (20)
      business days of the date of agreement or, if later, determination of the
      identity of the Independent Arbitrator. Mr. Huang and Fuqi shall use their
      respective commercially reasonable efforts to procure that the Independent
      Arbitrator issues his/her ruling within thirty (30) business days after the
      matter is submitted to him/her for consideration. 

    
      


      
        
          Exhibit
            A-2

        

        
          4

          
            

          

        

        
           

        

      

    

    


    (3) Whenever
      Mr. Huang is deemed liable for any Claims, Mr. Huang shall have ten (10)
      business days from such time such liability is deemed accepted to pay or satisfy
      such liability pursuant to one of the following methods:

     

    (i)Mr.
      Huang
      may elect to pay by wire transfer of immediately available funds to Fuqi, in
      which case, Mr. Huang shall provide notice of such election to the Escrow Agent
      in accordance with the terms of this Agreement; 

     

    (ii) Mr.
      Huang
      may deliver a notice (“Claim Payment Notice”) to Escrow Agent instructing such
      agent to deliver to Fuqi a stock certificate representing such amount of Common
      Stock from the Escrow Funds required to satisfy the claim set forth in the
      Claim
      Payment Notice where such shares are valued at the Fuqi Share Price;
      or

     

    (iii) Mr.
      Huang
      may deliver a Claim Payment Notice instructing Escrow Agent to sell such amount
      of Common Stock equal to an amount equal to 110% of the claim set forth in
      the
      Claim Payment Notice divided by the closing price of the Common Stock as listed
      on the Nasdaq Global Select Market, or other exchange on which the Fuqi’s
      securities are traded, one (1) day immediately preceding the date of the Claim
      Payment Notice; provided,
      that
      Escrow Agent shall not sell such Common Stock until it shall have received
      an
      opinion from counsel to Fuqi indicating that the proposed sale of such shares
      of
      Common Stock are not required to be registered under the Securities Act of
      1933,
      as amended, by reason of an exemption thereunder; provided,
      further,
      that to
      the extent the proceeds from such sale exceed the amount required to satisfy
      the
      claim set forth in the Claim Payment Notice, such excess proceeds shall be
      delivered to Mr. Huang; provided,
      further,
      that to
      the extent the proceeds from such sale are not sufficient to satisfy the claim
      set forth in the Claim Payment Notice, Mr. Huang shall be required to satisfy
      the remainder of such claim by wire transfer of immediately available funds
      to
      Fuqi. In addition, Mr. Huang shall furnish in the Claim Payment Notice, the
      closing stock price and the number of Escrow Shares to be sold to satisfy the
      amount of the Claim, and any fees associated with such a sale would be deducted
      from the Claim Payment amount, at the cost of Mr. Huang. 

    


       To
      the
      extent that Mr. Huang fails to timely designate one of the methods set forth
      above, Fuqi shall have sole discretion to designate one of the above methods
      for
      satisfaction of Mr. Huang’ liability hereunder.

    


    (c)
      In no
      event shall the Escrow Agent be responsible for any fee or expense of any party
      to any arbitration proceeding. Upon completion of the arbitration, the parties
      shall provide joint written instructions to the Escrow Agent as to the
      resolution of the dispute, attaching a copy of any relevant arbitration
      decision, and instructing the Escrow Agent as to Escrow Shares to be disbursed.
      The Escrow Agent shall use its best efforts to make such payment out of the
      Escrow Fund within three (3) business days following the Escrow Agent’s receipt
      of written notice of said determination or as soon thereafter as possible.
      

    
      


      
        
          Exhibit
            A-2

        

        
          5

          
            

          

        

        
           

        

      

    

     

    (d)
      Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent
      receives written instructions from all of the Escrow Parties, or their
      respective successors or assigns, substantially in the form of Exhibit A, as
      to
      the disbursement of the Escrow Fund (“Joint Written Instructions”), the Escrow
      Agent shall disburse the Escrow Fund pursuant to such Joint Written Instruction.
      The Escrow Agent shall have no obligation to follow any directions set forth
      in
      any Joint Written Instructions unless and until the Escrow Agent is satisfied,
      in its sole discretion, that the persons executing said Joint Written
      Instructions are authorized to do so.

     

    (e)
      Notwithstanding anything to the contrary in this Agreement, if any amount to
      be
      released at any time or under any circumstances exceeds the balance in the
      Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund
      and
      shall have no liability or responsibility to the Escrow Parties for any
      deficiency.

    


    (f)
      On
      the date of the Second Release, the Escrow Fund shall terminate with respect
      to
      all remaining Escrow Shares, if any, and all such remaining Escrow Shares,
      if
      any, shall be delivered to Fuqi as directed by Mr. Huang and Fuqi pursuant
      to
      Joint Written Instructions.

    


    6.
      Methods
      of Payment. All
      payments required to be made by the Escrow Agent under this Agreement shall
      be
      made by wire transfer or by cashier’s check, as elected by the party receiving
      the funds. Any wire transfers shall be made subject to, and in accordance with,
      the Escrow Agent’s normal funds transfer procedures in effect from time to time.
      The Escrow Agent shall be entitled to rely upon all bank and account information
      provided to the Escrow Agent by any of the Escrow Parties. The Escrow Agent
      shall have no duty to verify or otherwise confirm any written wire transfer
      instructions but it may do so in its discretion on any occasion without
      incurring any liability to any of the Escrow Parties for failing to do so on
      any
      other occasion. The Escrow Agent shall process all wire transfers based on
      bank
      identification and account numbers rather than the names of the intended
      recipient of the funds, even if such numbers pertain to a recipient other than
      the recipient identified in the payment instructions. The Escrow Agent shall
      have no duty to detect any such inconsistencies and shall resolve any such
      inconsistencies by using the account number. 

    


    7.
       Responsibilities
      and Liability of Escrow Agent.

    


    (a) Duties
      Limited.
      The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      in this Agreement. The Escrow Agent's duties shall be determined only with
      reference to this Agreement and applicable laws and it shall have no implied
      duties. The Escrow Agent shall not be bound by, deemed to have knowledge of,
      or
      have any obligation to make inquiry into or consider, any term or provision
      of
      any agreement between any of the Escrow Parties and/or any other third party
      or
      as to which the escrow relationship created by this Agreement relates, including
      without limitation any documents referenced in this Agreement. 

    


    (b)
      Limitations
      on Liability
      of Escrow Agent.
      Except
      in cases of the Escrow Agent's bad faith, willful misconduct or gross
      negligence, the Escrow Agent shall be fully protected (i) in acting in reliance
      upon any certificate, statement, request, notice, advice, instruction,
      direction, other agreement or instrument or signature reasonably and in good
      faith believed by the Escrow Agent to be genuine, (ii) in assuming that any
      person purporting to give the Escrow Agent any of the foregoing in connection
      with either this Agreement or the Escrow Agent's duties, has been duly
      authorized to do so, and (iii) in acting or failing to act in good faith on
      the
      advice of any counsel retained by the Escrow Agent. The Escrow Agent shall
      not
      be liable for any mistake of fact or law or any error of judgment, or for any
      act or omission, except as a result of its bad faith, willful misconduct or
      gross negligence. The Escrow Agent shall not be responsible for any loss
      incurred upon any action taken under circumstances not constituting bad faith,
      willful misconduct or gross negligence. 

    
      


      
        
          Exhibit
            A-2

        

        
          6

          
            

          

        

        
           

        

      

    

     

    In
      connection with any payments that the Escrow Agent is instructed to make by
      wire
      transfer, the Escrow Agent shall not be liable for the acts or omissions of
      (a)
      any Escrow Party or other person providing such instructions, including without
      limitation errors as to the amount, bank information or bank account number;
      or
      (b) any other person or entity, including without limitation any Federal Reserve
      Bank, any transmission or communications facility, any funds transfer system,
      any receiver or receiving depository financial institution, and no such person
      or entity shall be deemed to be an agent of the Escrow Agent. 

    


    Without
      limiting the generality of the foregoing, it is agreed that in no event will
      the
      Escrow Agent be liable for any lost profits or other indirect, special,
      incidental or consequential damages which the parties may incur or experience
      by
      reason of having entered into or relied on this Agreement or arising out of
      or
      in connection with the Escrow Agent's services, even if the Escrow Agent was
      advised or otherwise made aware of the possibility of such damages; nor shall
      the Escrow Agent be liable for acts of God, acts of war, breakdowns or
      malfunctions of machines or computers, interruptions or malfunctions of
      communications or power supplies, labor difficulties, actions of public
      authorities, or any other similar cause or catastrophe beyond the Escrow Agent's
      reasonable control.

    


    In
      the
      event that the Escrow Agent shall be uncertain as to its duties or rights under
      this Agreement, or shall receive any certificate, statement, request, notice,
      advice, instruction, direction or other agreement or instrument from any other
      party with respect to the Escrow Funds which, in the Escrow Agent's reasonable
      and good faith opinion, is in conflict with any of the provisions of this
      Agreement, or shall be advised that a dispute has arisen with respect to the
      Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without
      liability to any person, to refrain from taking any action other than to keep
      safely the Escrow Fund until the Escrow Agent shall be directed otherwise in
      accordance with Joint Written Instructions or an order of a court with
      jurisdiction over the Escrow Agent. The Escrow Agent shall be under no duty
      to
      institute or defend any legal proceedings, although the Escrow Agent may, in
      its
      discretion and at the expense of the Escrow Parties as provided in subsections
      (c) or (d) immediately below, institute or defend such proceedings.


    


    (c)
      Indemnification
      of Escrow Agent.
      The
      Escrow Parties jointly and severally agree to indemnify the Escrow Agent for,
      and to hold it harmless against, any and all claims, suits, actions,
      proceedings, investigations, judgments, deficiencies, damages, settlements,
      liabilities and expenses (including reasonable legal fees and expenses of
      attorneys chosen by the Escrow Agent) as and when incurred, arising out of
      or
      based upon any act, omission, alleged act or alleged omission by the Escrow
      Agent or any other cause, in any case in connection with the acceptance of,
      or
      performance or non-performance by the Escrow Agent of, any of the Escrow Agent's
      duties under this Agreement, except as a result of the Escrow Agent's bad faith,
      willful misconduct or gross negligence. 

    


    (d)
      Authority
      to Interplead.
      The
      Escrow Parties authorize the Escrow Agent, if the Escrow Agent is threatened
      with litigation or is sued, to interplead all interested parties in any court
      of
      competent jurisdiction and to deposit the Escrow Fund with the clerk of that
      court. In the event of any dispute, the Escrow Agent shall be entitled to
      petition a court of competent jurisdiction and shall perform any acts ordered
      by
      such court.

    


    8.
      Termination.
      This
      Agreement and all the obligations of the Escrow Agent shall terminate upon
      the
      earliest to occur of the release of the entire Escrow Fund by the Escrow Agent
      in accordance with this Agreement or the deposit of the Escrow Fund by the
      Escrow Agent in accordance with Section 7(d) hereof.

    
      


      
        
          Exhibit
            A-2

        

        
          7

          
            

          

        

        
           

        

      

    

     

    9.
      Removal
      of Escrow Agent.
      The
      Escrow Parties acting together shall have the right to terminate the appointment
      of the Escrow Agent, specifying the date upon which such termination shall
      take
      effect. Thereafter, the Escrow Agent shall have no further obligation to the
      Escrow Parties except to hold the Escrow Fund as depository and not otherwise.
      The Escrow Parties agree that they will jointly appoint a banking corporation,
      trust company or attorney as successor escrow agent. Escrow Agent shall refrain
      from taking any action until it shall receive joint written instructions from
      the Escrow Parties designating the successor escrow agent. Escrow Agent shall
      deliver all of the Escrow Fund to such successor escrow agent in accordance
      with
      such instructions and upon receipt of the Escrow Fund, the successor escrow
      agent shall be bound by all of the provisions of this Agreement.

    


    10.
      Resignation
      of Escrow Agent.
      The
      Escrow Agent may resign and be discharged from its duties and obligations
      hereunder at any time by giving no less than ten (10) days' prior written notice
      of such resignation to the Escrow Parties, specifying the date when such
      resignation will take effect. Thereafter, the Escrow Agent shall have no further
      obligation to the Escrow Parties except to hold the Escrow Fund as depository
      and not otherwise. In the event of such resignation, the Escrow Parties agree
      that they will jointly appoint a banking corporation, trust company, or attorney
      as successor escrow agent within ten (10) days of notice of such resignation.
      Escrow Agent shall refrain from taking any action until it shall receive joint
      written instructions from the Escrow Parties designating the successor escrow
      agent. Escrow Agent shall deliver all of the Escrow Fund to such successor
      escrow agent in accordance with such instructions and upon receipt of the Escrow
      Fund, the successor escrow agent shall be bound by all of the provisions of
      this
      Agreement.

    


    11.
      Accounting.
      On a
      monthly basis, the Escrow Agent shall render a written statement setting forth
      the balance of the Escrow Fund, all interest earned and all distributions made,
      which statements shall be delivered to the following address(es):

    


    Address
      1:

    


    


    Address
      2:

    


    


    


    12.
      Survival.
      Notwithstanding anything in this Agreement to the contrary, the provisions
      of
      Section 7 shall survive any resignation or removal of the Escrow Agent, and
      any
      termination of this Agreement.

    


    13.
       Escrow
      Agent Fees, Costs, and Expenses.
      The
      Escrow Agent shall charge an administrative fee of $_______, and shall be
      entitled to be reimbursed for its customary fees and charges for any wire
      transfers or other depository services rendered in connection with the Escrow
      Fund and any delivery charges or other out of pocket expenses incurred in
      connection the Escrow Fund. The Escrow Parties each acknowledge their joint
      and
      several obligation to pay any fees, expenses and other amounts owed to the
      Escrow Agent pursuant to this Agreement. The Escrow Parties agree that Escrow
      Agent shall be entitled to pay itself for any fees, expenses or other amounts
      owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant
      to
      the Escrow Agent a first priority security interest in the Escrow Fund to secure
      all obligations owed by them to the Escrow Agent under this Agreement. The
      Escrow Parties further agree that the Escrow Agent shall be entitled to withhold
      any distribution otherwise required to be made from the Escrow Fund if any
      fees,
      expenses or other amounts owed to the Escrow Agent remain unpaid on the date
      such distribution would otherwise be made.

    
      


      
        
          Exhibit
            A-2

        

        
          8

          
            

          

        

        
           

        

      

       

    

    14.
       Notices.
      All
      notices under this Agreement shall be transmitted to the respective parties,
      shall be in writing and shall be considered to have been duly given or served
      when personally delivered to any individual party, or on the first (1st)
      business day after the date of deposit with an overnight courier for next day
      delivery, postage paid, or on the third (3rd) business day after deposit in
      the
      United States mail, certified or registered, return receipt requested, postage
      prepaid, or on the date of telecopy, fax or similar transmission during normal
      business hours, as evidenced by mechanical confirmation of such telecopy, fax
      or
      similar transmission, addressed in all cases to the party at his or its address
      set forth below, or to such other address as such party may designate, provided
      that notices will be deemed to have given to the Escrow Agent on the actual
      date
      received:

    


    


    If
      to Mr.
      Huang:

    


    [ADDRESS]

    


    


    If
      to
      Fuqi International, Inc.:

    


    Fuqi
      International, Inc.

    Unit
      1217, Level 12, Landmark North

    39
      Lung
      Sum Avenue

    Sheung
      Shui, New Territories

    HKSAR

    Attention:
      Yu Kwai Chong

    


    Copy
      to:

    


    K&L
      Gates LLP

    10100
      Santa Monica Boulevard

    7th
      Floor

    Los
      Angeles, CA 90067

    Tel:
      310.552.5045

    Fax:
      310.552.5005

    Attn:
      Thomas J. Poletti

    


    If
      to the
      Escrow Agent:

    


    Mellon
      Bank, N.A. 

    One
      Mellon Center, Room 151-37__

    Pittsburgh,
      PA 15258

    Facsimile:
      

    Attention:
       Carolyn
      Kozlowski, Vice President

    


    


    or

    


    Mellon
      Bank, N.A.

    
      


      
        
          Exhibit
            A-2

        

        
          9

          
            

          

        

        
           

        

      

    

     

    Philadelphia,
      PA 

    Facsimile:
      

    Attention:
       Gregory
      Fullhart, Vice President

    


    Any
      notice, except notice by the Escrow Agent, may be given on behalf of any party
      by its counsel or other authorized representative. In all cases the Escrow
      Agent
      shall be entitled to rely on a copy or a fax transmission of any document with
      the same legal effect as if it were the original of such document.

    


    15.
       Modifications;
      Waiver.
      This
      Agreement may not be altered or modified without the express prior written
      consent of all of the parties to this Agreement. No course of conduct shall
      constitute a waiver of any terms or conditions of this Agreement, unless such
      waiver is specified in writing, and then only to the extent so specified. A
      waiver of any of the terms and conditions of this Agreement on one occasion
      shall not constitute a waiver of the other terms of this Agreement, or of such
      terms and conditions on any other occasion.

    


    16.
      Further
      Assurances.
      If at
      any time the Escrow Agent shall determine or be advised that any further
      agreements, assurances or other documents are reasonably necessary or desirable
      to carry out the provisions of this Agreement and the transactions contemplated
      by this Agreement, the Escrow Parties shall execute and deliver any and all
      such
      agreements or other documents, and do all things reasonably necessary or
      appropriate to carry out fully the provisions of this Agreement.

    


    17.
      Assignment.
      This
      Agreement shall inure to the benefit of and be binding upon the successors,
      heirs, personal representatives, and permitted assigns of the parties. This
      Agreement is freely assignable by the Escrow Parties; provided, however, that
      no
      assignment by such party, or it successors or assigns, shall be effective unless
      prior written notice of such assignment is given to the other parties,
      including, without limitation, the Escrow Agent. This Agreement may not be
      assigned by the Escrow Agent, except that upon prior written notice to the
      Escrow Parties, the Escrow Agent may assign this Agreement to an affiliated
      or
      successor bank or other qualified bank entity.

    


    18.
      Section
      Headings.
      The
      section headings contained in this Agreement are inserted for purposes of
      convenience of reference only and shall not affect the meaning or interpretation
      of this Agreement.

    


    19.
      Governing
      Law.
      This
      Escrow Agreement shall be governed by and construed in accordance with the
      laws
      of the Commonwealth of Pennsylvania, without regard to principles of conflicts
      of law.

    


    20.
      Counterparts
      and Facsimile Execution.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument. The exchange of copies of this Escrow Agreement and of signature
      pages by facsimile transmission shall constitute effective execution and
      delivery of this Escrow Agreement as to the parties and may be used in lieu
      of
      the original Escrow Agreement for all purposes (and such signatures of the
      parties transmitted by facsimile shall be deemed to be their original signatures
      for all purposes).

    


    


    [end
      of text]

    
      


      
        
          Exhibit
            A-2

        

        
          10

          
            

          

        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

    


    Fuqi
      International, Inc.

    


    


    BY:
      ________________________

    NAME:
      Yu
      Kwai Chong

    TITLE:
      Chairman and CEO

    


    


    


    Chujian
      Huang

    


    


    


    ________________________

    


    


    


    MELLON
      BANK, N.A.

    


    


    BY:
      ________________________

    NAME:
      _____________________

    TITLE:
      _____________________

    
      


      
        
          Exhibit
            A-2

        

        
          11

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      A

    


    JOINT
      WRITTEN INSTRUCTIONS

    FOR
      RELEASE OF ESCROW FUNDS

    


    Pursuant
      to Section ___ of the Escrow Agreement dated as of August __, 2008, by and
      among
      Fuqi International, Inc., Chujian Huang, and Mellon Bank, N.A., (the “Escrow
      Agent”), Fuqi International, Inc. and Chujian Huang hereby instruct the Escrow
      Agent to release [____] Shares from the Escrow Fund in accordance with the
      following instructions:

    

      
        	 	 	 	 
	 	
                Delivery
                  Address:

              	 	 
	 	 	
              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                Wire
                  Instructions:

              	 	 
	 	 	 	 
	 	
                Account
                  Name: 

              	 	 
	 	
                Account
                  Number:

              	 	 
	 	
                Bank
                  Name:

              	 	 
	 	
                Bank
                  ABA Number:

              	 	 
	 	
                Bank
                  Address:

              	 	 
	 	 	 	 
	 	
                For
                  credit to:

              	 	 
	 	
                Special
                  Instructions:

              	 	 
	 	 	 	 
	 	 	 	 
	 	
                Bank
                  Check:

              	 	 
	 	 	 	 
	 	
                Payee
                  Name:

              	 	 
	 	
                Mailing
                  Address:

              	 	 
	 	 	 	 
	 	 	 	 


      

    

    


    
      	[PARTY A] 	 	 [PARTY
              B]
	 	 	 
	By:_______________________________	 	By: ______________________________
                             
              
	Name:	 	Name:
	Title:	 	Title:


    

    


    
      
        Exhibit
          A-2

      

      
        12