EXCLUSIVE
      EQUITY INTEREST PURCHASE AGREEMENT


     

    THIS
      EXCLUSIVE
      EQUITY INTEREST PURCHASE
      AGREEMENT (the
      “Agreement”)
      is
      entered into by and among the following parties on March 31, 2008.

     

    Party
      A: WALLIS DEVELOPMENT LIMITED,
      a
      foreign company incorporated under the Laws of HongKong with its registered
      address at Room
      42,
      4th
      Floor,
      New Henry House, 10 Ice House Street, Central Hong Kong. .

    


    Party
      B: DALIAN
      WINLAND INTERNATIONAL SHIPPING AGENCY CO., LTD. 

    Address:
      No. 4, Shanghai Road, Zhongshan District, Dalian

    


    Party
      C: DALIAN
      WINLAND INTERNATIONAL LOGISTICS CO., LTD.,
      a
      limited liability company duly established and valid existing under the PRC
      laws, with its registered address at Room23-A2 Summit Building, No.4 Shanghai
      Road, Zhongshan District, Dalian

    


    WHEREAS,

    


    
      	
              1.

            	
              Party
                B holds1.4% equity interest in Party
                C;

            


    

    


    
      	
              2.

            	
              Party
                C and [BEIJING
                HUATE XINGYE KEJI CO., LTD.],
                a
                foreign invested company wholly owned by Party A, have entered into
                Exclusive Consulting and Service Agreement, and other
                agreements.

            


    

    


    NOW
      THEREFORE, through
      mutual negotiations, the Parties hereto agree as follows:


    


    
      	
              1.

            	
              Transfer
                of Equity Interest

            


    

    


    
      	
            	1.1	
              Grant
                Right

            


    

    


    Party
      B
      hereby irrevocably grants Party A the exclusive right that Party A, based on
      the
      consideration provided in Article 1.3 of this Agreement, can purchase or
      designate one or more persons (the “Specified
      Person”)
      to
      purchase the Equity Interest subject to compliance with legal restriction under
      the applicable PRC laws(the “Purchase
      Right”).
      Except for Party A and the Specified Person, Party C shall not sell the Equity
      Interest to any third party. Party C hereby agrees that Party B may grant the
      Purchase Right to Party A, and the other shareholder of Party C hereby give
      up
      the preemption right relating to the Equity Interest evidenced by the
      Announcement document attached hereto as the Appendix. Such person hereunder
      in
      this Agreement refers to individual, corporation, joint enterprise, partnership,
      enterprise, trust or non-corporation organization. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
            	1.2	
              Steps
                for Exercise of the Purchase Right

            


    

    


    The
      compliance with PRC laws and regulations shall be the precondition for exercise
      of the Purchase Right by Party A. When Party A intends to exercise the Purchase
      Right, it shall issue a written notice (the “Purchase
      Notice”)
      Party
      C, and the Purchase Notice shall contain the following items: (a) Party A
      intends to exercise the Purchase Right; (b) the percentage of the Equity
      Interest to be purchased therewith; and (c)the effective date or transfer date.
      

    


    
      	
            	1.3	
              Consideration
                of the Equity Interest

            


    

    


    The
      Transfer Fee (“Transfer
      Fee”)
      payable by Party A shall be confirmed by and between Party A and Party B through
      negotiation according to the evaluation of the Equity Interest by the relevant
      qualified institute, and it shall be the lowest price allowable by the PRC
      laws
      and regulations. 

    


    
      	
            	1.4	
              Transfer
                of the Equity Interest

            


    

    


    When
      Party A exercises the Purchase Right every time: 

    


    
      	 	
              1.4.1

            	
              Party
                B shall procure that Party C convene shareholders’ meeting timely and
                shall pass the shareholders’ resolutions that Party B can transfer to
                Party A or the Specified Person the Equity
                Interest.

            


    

    


    
      	
            	1.4.2	
              Party
                B shall enter into Equity Transfer Contract in relation to the Equity
                Interest with Party A (or the Specified Person, if applicable) in
                accordance with this Agreement and Purchase Notice.
                

            


    

    


    
      	
            	1.4.3	
              The
                related parties shall execute all other necessary agreements or documents,
                and obtain all necessary government approvals and consents, and take
                all
                necessary actions to legally transfer the ownership of the Equity
                Interest
                to Party A or the Specified Person and procure Party A or the Specified
                Person to be registered as the owner of the Equity Interest. The
                Equity
                Interest should be free from any Security Interest. For the purpose
                of
                this Agreement, Security Interest include guarantee, mortgage, any
                third
                party rights or interest, any purchase rights, preemption rights,
                offset
                rights and any other security arrangements. It is clarified that
                the
                Security Interest do not include any security interest accrued in
                accordance with this Agreement and the Equity Interest Pledge Agreement
                which is entered into by and between Party B and [BEIJING
                HUATE XINGYE KEJI CO., LTD.]
                on
                March 31, 2008 (“Equity
                Interest Pledge Agreement”).
                According to the Equity Interest Pledge Agreement, Party B shall
                pledge
                all the equity possessed by Party B in Party C to [BEIJING
                HUATE XINGYE KEJI CO., LTD.]
                as
                a guarantee to the Exclusive Technical Consulting and Service Agreement
                which is entered into by and between Party C and [BEIJING
                HUATE XINGYE KEJI CO., LTD.]
                on
                March 31, 2008 (“Exclusive
                Technical Consulting and Service Agreement”).
                

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
            	1.5	
              Payment
                for the Equity Interest

            


    

    


    
      	
            	1.5.1	
              Party
                A shall pay the Transfer Fee to Party B in accordance with the provision
                of Article 1.3. 

            


    

     

    
      	
              2.

            	
              Warranties
                Relating to the Equity
                Interest

            


    

    


    
      	 	
              2.1

            	
              Warranties
                of Party C

            


    

    


    
      	 	
              2.1.1

            	
              Without
                the written consent from Party A or [BEIJING HUATE XINGYE KEJI CO.,
                LTD.],
                Party C will not amend, modify any provisions of the constitutional
                documents of the company, and will not increase or reduce its registered
                capital, or change the equity holding structures in other
                methods.

            


    

    


    
      	 	
              2.1.2

            	
              Shall
                keep the Party C legally existing, and prudently and efficiently
                operate
                its business and deal with corporate affairs in accordance with commercial
                standards and practice.

            


    

    


    
      	 	
              2.1.3

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party C shall not sell, transfer, mortgage or dispose
                of
                any assets, business or beneficial rights of Party C, or allow any
                creation of other Security
                Interest.

            


    

    


    
      	 	
              2.1.4

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party C shall not occur, inherit, provide guarantee
                to
                any debts except for (i)the debt is occurred during the normal business
                operation instead of loan; (ii) the debt has been disclosed to Party
                A and
                obtained Party A’s written consent.

            


    

    


    
      	 	
              2.1.5

            	
              Party
                C shall operate its business normally to keep the value of its assets,
                and
                shall not take any action which shall bring material influence to
                the
                business operation and the value of the asset.


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.1.6

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party C shall not enter into any material agreement
                except for the purpose of normal business operation. (For the purpose
                of
                this paragraph, an agreement covering an amount in excess of RMB100,000
                will be deemed as a material
                agreement).

            


    

    


    
      	 	
              2.1.7

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party C shall not provide any loans to any third
                party.
                

            


    

    


    
      	 	
              2.1.8

            	
              According
                to Party A’s request, Party C shall provide any materials relating to the
                operation and financial status of Party C to Party
                A.

            


    

    


    
      	 	
              2.1.9

            	
              Party
                C shall purchase insurance from the insurance company which can be
                accepted by Party A and shall maintain such insurance. The amount
                and
                kinds of such insurance shall be same with the other companies which
                operate the similarly business and possess similar assets with Party
                C in
                the same distraction. 

            


    

    


    
      	 	
              2.1.10

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party C shall not merge with, combine or purchase
                any
                entity or make investment. 

            


    

    


    
      	 	
              2.1.11

            	
              Party
                C shall inform Party A of any occurred or potential litigation,
                arbitration, or administrative procedure in relation to the Equity
                Interest.

            


    

    


    
      	 	
              2.1.12

            	
              In
                order to keep the ownership of all assets, Party C shall execute
                all
                necessary or proper documents, take all necessary or proper actions
                and
                substitute all necessary or proper claims, or make all necessary
                or proper
                answer to all compensation claims.

            


    

    


    
      	 	
              2.1.13

            	
              Without
                the prior written consent from Party A, Party C shall not allot any
                dividend to any shareholder. However, Party C shall immediately allot
                all
                dividends to the shareholders upon request of Party
                A.

            


    

     

    
      	 	
              2.2

            	
              Warranties
                of Party B

            


    

    


    
      	 	
              2.2.1

            	
              Unless
                having
                got prior written consent from Party A or [BEIJING HUATE XINGYE KEJI
                CO.,
                LTD.], Party B shall not sell, transfer, mortgage or dispose of any
                rights
                or interest relating to the Equity Interest, or allow any creation
                of
                other Security Interest on the Equity Interest. However the Security
                Interest under this Agreement and the Equity Interest Pledge Agreement
                is
                not included. 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.2.2

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party B shall try its best to prevent the shareholders’
                meeting of Party C from approving resolutions relating to the sale,
                transfer, mortgage, disposal of any rights or interests relating
                to the
                Equity Interest, or allow any creation of other Security Interest
                on the
                Equity Interest. However the Security Interest under this Agreement
                and
                the Equity Interest Pledge Agreement is not
                included.

            


    

    


    
      	 	
              2.2.3

            	
              Unless
                having got prior written consent from Party A or [BEIJING HUATE XINGYE
                KEJI CO., LTD.], Party B shall try its best to prevent the other
                shareholders of Party C from approving resolutions relating to merge
                with,
                combination with or purchase any entity or make investment.
                

            


    

    


    
      	
            	2.2.4	
              Party
                B shall inform Party A of any occurred or potential litigation,
                arbitration, or administrative procedure in relation to the Equity
                Interest.

            


    

    


    
      	
            	2.2.5	
              Party
                B shall procure the other shareholders of Party C approve the transfer
                of
                the Equity Interest as set out in this
                Agreement.

            


    

    


    
      	 	
              2.2.6

            	
              In
                order to keep the ownership of the Equity Interest, Party C shall
                execute
                all necessary or proper documents, take all necessary or proper actions
                and substitute all necessary or proper claims, or make all necessary
                or
                proper answer to all compensation
                claims.

            


    

    


    
      	 	
              2.2.7

            	
              Upon
                requirement by Party A or [BEIJING HUATE XINGYE KEJI CO., LTD.] from
                time
                to time, Party B shall immediately transfer to Party A or the Specified
                Person of the Equity Interest unconditionally at any time.
                

            


    

    


    
      	 	
              2.2.8

            	
              Party
                B shall strictly comply with this Agreement and any other agreements
                which
                may be entered into Party B, Party C and Party A collectively or
                separately, and shall perform its obligations under such agreements,
                and
                shall not make any actions which shall affect the validity and
                enforceability of such agreements. 

            


    

    


    
      	
              3.

            	
              Representations
                and Warranties

            


    

    


    
      	 	
              3.1

            	
              Party
                B and Party C jointly and separately make representations and undertakings
                as followed:

            


    

     

    
      	 	
              3.1.1

            	
              It
                has the power to enter into and deliver this Agreement and Equity
                Transfer
                Contract which will executed by Party B from time to time for the
                transfer
                of the Equity Interest, and it has the power and capacity to perform
                its
                obligations under this Agreements and Equity Transfer
                Contract.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.1.2

            	
              Neither
                the execution and delivery of this Agreement or any Equity Transfer
                Contract, nor performance of the obligations under this Agreement
                or any
                Equity Transfer Contract will: (i) violate any PRC laws; (ii) conflict
                with its Articles of Association or other organizational documents;
                (iii)
                breach any contract or document which Party C is a party or which
                binds on
                Party C; (iv) violate any acquired permit, approval or any valid
                qualification; or (v) result in the ceasing or revocation or additional
                conditions to the acquired permit, approval.


            


    

     

    
      	 	
              3.1.3

            	
              Party
                B obtains full and transferable ownership on its assets and facilities.
                Besides the pledge and/or mortgage incurred by this Agreement and
                the
                pledge set on Party B’s equity interest incurred by the Equity Interests
                Pledge Agreement, there is no any other pledge and/or mortgage on
                such
                assets and facilities.

            


    

     

    
      	 	
              3.1.4

            	
              Party
                C has no outstanding debt except for (i)the legal debt, which is
                occurred
                during the normal business operation instead of loan; (ii) the debt
                has
                been disclosed to Party A.

            


    

     

    
      	 	
              3.1.5

            	
              Party
                C complies with all applicable laws and regulations relating to equity
                transfer. 

            


    

     

    
      	 	
              3.1.6

            	
              There
                is no occurred, pending or potential litigation, arbitration, or
                administrative procedure in relation to the Equity Interest, assets
                of
                Party C and other matters of Party
                C.

            


    

     

    
      	
              4.

            	
              Effectiveness
                and Term of this Agreement

            


    

    


    This
      Agreement shall take effect upon execution by the Parties (“Effective Date”),
      the term will be ten (10) years, and it may be extended for another ten (10)
      years if Party A requires so.

     

    
      	
              5.

            	
              Governing
                Law and Dispute Settlement


            


    

    


    
      	 	
              5.1

            	
              Governing
                Law

            


    

    


    The
      formation, validity, interpretation and implementation, and dispute settlement
      under this Agreement shall be governed by PRC laws.

    


    
      	 	
              5.2

            	
              Dispute
                Settlement 

            


    

    


    With
      regards to any dispute in relation to the interpretation or implementation
      of
      this Agreement, the Parties shall negotiate friendly to settle the dispute.
      If
      it can not be settled within thirty (30) days from the date any party issuing
      written notice requesting settlement of dispute through negotiation, each party
      has the right to submit it to China International Economic and Trade Arbitration
      Committee for arbitration according to the valid arbitration rules. The
      arbitration shall be held in Beijing. The arbitration award is final and binding
      on each party. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              6.

            	
              Tax
                and Expenses

            


    

    


    Each
      party shall bear its own tax, costs and expenses relating to preparing for
      and
      executing this Agreement and Equity Transfer Contract and relating to completing
      the contemplated deal. 

    


    
      	
              7.

            	
              Notice

            


    

    


    Any
      notice or other communication under this Agreement shall be in Chinese and
      be
      sent to the address listed below or other address as may be designated from
      time
      to time by hand delivery or mail or facsimile. Any notice required or given
      hereunder shall be deemed to have been served: (a) the same date if sent by
      hand
      delivery; (b)the tenth date if sent by air-mail , or the fourth date if sent
      by
      the professional hand deliver which is acknowledged worldwide; and (c) the
      receipt date displayed on the transmission confirmation notice if sent by
      facsimile. 

    


    Party
      A: WALLIS DEVELOPMENT LIMITED,
      a
      foreign company incorporated under the Laws of HongKong with its registered
      address at Room
      42,
      4th
      Floor,
      New Henry House, 10 Ice House Street, Central Hong Kong. .

    


    Party
      B: DALIAN
      WINLAND INTERNATIONAL SHIPPING AGENCY CO., LTD. 

    Address:
      No. 4, Shanghai Road, Zhongshan District, Dalian

    


    Party
      C: DALIAN
      WINLAND INTERNATIONAL LOGISTICS CO., LTD.,
      a
      limited liability company duly established and valid existing under the PRC
      laws, with its registered address at Room23-A2 Summit Building, No.4 Shanghai
      Road, Zhongshan District, Dalian

    


    
      	
              8.

            	
              Confidentiality

            


    

    


    
      	 	
              8.1

            	
              The
                Parties acknowledge and confirm that any oral or written information
                relating to this Agreement communicated among the Parties shall be
                deemed
                as confidential information (“Confidential Information”). The Parties
                shall keep confidential of such Confidential Information and shall
                not
                disclose to any third party unless having got written consent from
                the
                other parties. The following situations shall be excluded: (a) It
                is
                publicly available or will become publicly available( it is not disclosed
                by the party receiving such Confidential Information); (b) it is
                disclosed
                in accordance with applicable laws or regulations; or (c) the party
                who
                disclose any Confidential Information to its attorney or financial
                advisor
                who need to access such information shall ensure that such attorney
                or
                financial advisor complies with this Article and keep confidential
                of such
                information. The disclosure by the employee or agent of Each Party
                shall
                be deemed that it is disclosed by such party itself, and the party
                shall
                undertake breaching liability. The Parties agree that the provisions
                of
                this Article shall survive notwithstanding the termination of this
                Agreement.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              9.

            	
              Further
                Assurance 

            


    

    


    
      	 	
              9.1

            	
              The
                Parties agree that they will, without any hesitation, execute any
                necessary documents for the purpose of performing or objective of
                this
                Agreement or any documents which is benefit for the purpose of this
                Agreement, and will take all necessary actions for the purpose of
                performing or objective of this Agreement or take actions which is
                benefit
                for the purpose of this Agreement. 

            


    

    


    
      	
              10.

            	
              Miscellaneous

            


    

    


    
      	 	
              10.1

            	
              Amendment
                and supplementation

            


    

     

    Any
      revision, amendment and supplementation of this Agreement shall be in writing
      and be executed by Each Party. 

     

    
      	 	
              10.2

            	
              Compliance
                with laws and regulations

            


    

     

    The
      Parties shall comply with all applicable laws and regulations which have been
      formally issued and may be publicly acquired. 

     

    
      	 	
              10.3

            	
              Entire
                agreement

            


    

     

    Unless
      it
      is otherwise revised, amended or supplemented after execution of this Agreement,
      this Agreement constitutes the entire agreement among the parties as to the
      subject matter, and supersedes any prior oral or written negotiations,
      statements or agreement among the parties relating thereto.

     

    
      	 	
              10.4

            	
              Headings

            


    

     

    Headings
      in this Agreement is only set out for reading convenience, and shall not be
      used
      to interpret, explain or otherwise influence the meaning of the provisions
      of
      this Agreement. 

     

    
      	 	
              10.5

            	
              Language

            


    

     

    This
      Agreement is made in Chinese and English in three originals. The Chinese version
      will prevail in the event of any inconsistency between the English and any
      Chinese translations thereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	 	
              10.6

            	
              Severability

            


    

     

    If
      any of
      the terms of this Agreement is declared invalid, illegal or unenforceable in
      accordance with any applicable laws or regulations, the validity and
      enforceability of the other terms hereof shall nevertheless remain unaffected,
      and the Parties hereto agree to, through friend negotiation, make valid terms
      to
      such invalid, illegal or unenforceable terms, and the economic results from
      such
      valid terms shall be close to, as much as may be impossible, the superseded
      invalid, illegal or enforceable terms. 

     

    
      	 	
              10.7

            	
              Successor

            


    

     

    This
      Agreement shall bind on the successor of each party or the transferee permitted
      by the other parties and shall be interpreted for its benefit. 

     

    
      	 	
              10.8

            	
              Continue
                to be effective

            


    

     

    
      	 	
              10.8.1

            	
              Any
                duties occurred in relation to the Agreement before expiration or
                early
                termination of the Agreement shall continue to be effective after
                expiration or early termination of the Agreement.
                

            


    

     

    
      	 	
              10.8.2

            	
              The
                provisions of Articles 5, 7 and 10.8 shall survive nothwithstanding
                the
                termination of this Agreement.

            


    

     

    
      	 	
              10.9

            	
              Waiver

            


    

     

    Each
      party may waive the terms and conditions under this Agreement in writing. Such
      waive document should be duly signed by the each party. Any waive relating
      to
      the breach of the other party in certain circumstance shall not be deemed as
      that the waiver party has made waiver to the other party for the same breach
      in
      other circumstances. 

     

    [The
      remainder of this page is intentionally left blank]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    This
      page
      is the signing page of this Exclusive Equity Interest Purchase Agreement.
IN
      WITNESS WHEREOF,
      the
      both Parties have its authorized representative executed this Agreement on
      the
      date first above written.

    


    Party
      A: /s/ WALLIS DEVELOPMENT LIMITED 

    Legal
      Representative (Signature):

    


    Party
      B: /s/ DALIAN
      WINLAND INTERNATIONAL SHIPPING AGENCY CO., LTD.

    Signature:
      Xue
      Ying

    


    Party
      C:
      /s/ DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.

    Legal
      Representative (Signature): Li
      Honglin 

    


    
      
        
        

      

      
        10