EQUITY
      INTEREST PLEDGE AGREEMENT

    


    THIS
      EQUITY
      INTEREST PLEDGE
      AGREEMENT (“Agreement”)
      is
      entered into by and between the following parties on March 31,
      2008:

    


    Pledgee:
      Beijing Huate Xingye Keji Co., Ltd. (“Party A”)

    Registered
      address: Room 5107, Shenchang Building, 51 Zhichun Road, Haidian District,
      Beijing

    


    Pledgor:
      Dalian
      Winland Shipping Co., Ltd.
      (“Party B”)

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


    


    WHEREAS:

    


    
      	
              1.

            	
              The
                Pledgee is a wholly
                foreign-owned enterprise duly established and valid existing under
                the PRC
                laws. The Pledgee and [Dalian
                Winland International Logistics Co., Ltd.]
                owned by the Pledgor entered into Exclusive Technical Consulting
                and
                Service Agreement on [March 31, 2008] (the “Service
                Agreement”).

            


    

    


    
      	
              2.

            	
              The
                Pledgor, a local citizen of the People’s Republic of China (the
                “PRC”),
                who holds 41.5% equity interest of [DALIAN WINLAND INTERNATIONAL
                LOGISTICS
                CO., LTD.], which is a
                limited liability company duly established and valid existing
                in
                Beijing under the laws of PRC.

            


    

    


    
      	
              3.

            	
              Pursuant
                to the Service Agreement, [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] shall make certain payments to the Pledgee in consideration
                of the
                services and consultant provided by the Pledgee thereunder. In order
                to
                ensure that the Pledgee collects technical fee from [DALIAN WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.], the Pledgor is willing to pledge
                all
                its equity interest in [DALIAN WINLAND INTERNATIONAL LOGISTICS CO.,
                LTD.]
                to the Pledgee as a security for the Pledgee to collect the technical
                consulting and service fees under the Service
                Agreement.

            


    

    


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

     

    
      
        Article
          1 Definitions

      

    

    


    Unless
      it
      is otherwise stipulated, for the purpose of this Agreement, the following terms
      shall have the following meanings:

    


    
      	
              1.1

            	
              Pledge
                means the full meaning assigned to that term in Article 2 of this
                Agreement.

            


    

    


    
      	
              1.2

            	
              Equity
                Interest means the 47.6% equity interest (the “Equity
                Interest”)
                in [DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.] legally held
                by the
                Pledgor and all the other equity interest which might be further
                held by
                the Pledgor;

            


    

    


    
      	
              1.3

            	
              Rate
                of Pledge means the ratio between the value of the pledge under this
                Agreement and the technical consulting fees under the Service Agreement.
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.4

            	
              Term
                of Pledge means the period provided for under Article 3.2
                hereunder.

            


    

    


    
      	
              1.5

            	
              Service
                Agreement means the Exclusive Technical Consulting and Service Agreement
                entered into by and between [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] and the Pledgee. 

            


    

    


    
      	
              1.6

            	
              Event
                of Default means any event in accordance with Article 7
                hereunder .

            


    

    


    
      	
              1.7

            	
              Notice
                of Default means the notice of default issued by the Pledgee in accordance
                with this Agreement.

            


    

     

    
      
        Article
          2 Pledge

      

    

    


    
      	
              2.1

            	
              Party
                B agrees to pledge all its Equity Interest in [DALIAN WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.] to the Pledgee as a guarantee
                for the
                technical consulting service fee payable to the Pledgee under the
                Service
                Agreement.

            


    

    


    
      	
              2.2

            	
              Pledge
                under this Agreement refers to the rights owned by the Pledgee who
                shall
                be entitled to have priority in receiving payment or proceeds from
                the
                auction or sale of the equity interest pledged by the Pledgor to
                the
                Pledgee. 

            


    

    


    
      
        Article
          3 Rate
          of Pledge and Term of Pledge

      

    

    


    
      
        
          	3.1	
                  The
                    Rate of Pledge: 100%

                


        

      

    

    


    The
      Rate
      of Pledge shall be 100% under this Agreement.

    


    
      
        
          	3.2	
                  The
                    Term of Pledge

                


        

      

    

    


    
      	
            	3.1.1	
              The
                Pledge of the Equity Interest under this Agreement shall take effect
                as of
                the date that the Pledge of the Equity Interest is recorded in the
                register of shareholders of [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.].

            


    

    


    
      	
            	3.1.2	
              During
                the Term of Pledge, the Pledgee shall be entitled to foreclose on
                the
                Pledge in accordance with this Agreement in the event that [DALIAN
                WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.] fails to pay exclusive technical
                consulting and service fees in accordance with Service
                Agreement.

            


    

    


    
      
        Article
          4 Physical
          Possession of Documents

      

    

    


    
      
        
          	4.1	
                  During
                    the Term of Pledge, the Pledgee shall be entitled to possess
                    the
                    contribution certificate of the Equity Interest (the “Contribution
                    Certificate”)
                    and the register of shareholders of [DALIAN WINLAND INTERNATIONAL
                    LOGISTICS CO., LTD.]. The Pledgor shall delivery the Contribution
                    Certificate and the register of shareholders hereunder to the
                    Pledgee
                    within one week after the signature date of this
                    Agreement.

                


        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        
          	4.2	
                  The
                    Pledgee shall be entitled to collect the dividends from the Equity
                    Interest.

                


        

      

    

    


    
      
        Article
          5 Representations
          and Warranties of Party B

      

    

    


    
      	
              5.1

            	
              Party
                B is the legal owner of the Equity
                Interest.

            


    

    


    
      	
              5.2

            	
              Except
                as otherwise provided hereunder, the Pledgee shall not be interfered
                with
                by any parties at any time when the Pledgee exercising its rights
                in
                accordance with this Agreement. 

            


    

    


    
      	
              5.3

            	
              Except
                as otherwise provided hereunder, the Pledgee shall be entitled to
                exercise, dispose of or assign the Pledge in accordance with this
                Agreement. 

            


    

    


    
      	
              5.4

            	
              The
                Pledgor shall not pledge or encumber the Equity Interest to any other
                person except for the Pledgee.

            


    

    


    
      
        Article
          6 Covenant
          of the Pledgor

      

    

    


    
      
        
          	6.1	
                  During
                    the effective term of this Agreement, the Pledgor covenants to
                    the Pledgee
                    that the Pledgor shall:


                


        

      

    

    


    
      	 	
              6.1.1

            	
              Except
                for the transfer of the Equity Interest by the Pledgor, Recon Technology,
                Co., Limited and [DALIAN
                WINLAND INTERNATIONAL LOGISTICS CO., LTD.]
                as
                subject to the Exclusive Equity Interest Purchase Agreement entered
                into
                by and among the Pledgor and Recon Technology, Co., Limited to transfer
                the Equity Interest to the Pledgor or the specified person consigned
                by
                the Pledgor (“Specified
                Person”),
                not transfer or assign the Equity Interest, create or permit to be
                created
                any pledges which may have an adverse affect on the rights or benefits
                of
                the Pledgee without prior written consent from the Pledgee.
                

            


    

    


    
      	 	
              6.1.2

            	
              Comply
                with and implement laws and regulation with respect to the right
                of
                pledge, present to the Pledgee the notices, orders or suggestions
                with
                respect to the Pledge issued or made by the competent authority after
                receiving such notices, orders or suggestions and comply with such
                notices, orders or suggestions, or object to the foregoing matters
                at the
                reasonable request of the Pledgee or with the written consent from
                the
                Pledgee.

            


    

    


    
      	 	
              6.1.3

            	
              Timely
                notify the Pledgee of any events or any received notices which may
                affect
                the Pledgor’s Equity Interest or any part of its right, and any events or
                any received notices which may change any of the Pledgor’s convenants and
                obligations under this Agreement or which may affect the Pledgor’s
                performance of its obligation under this
                Agreement.

            


    

    


    
      
        
          	6.2	
                  The
                    Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained
                    from this Agreement shall not be suspended or hampered through
                    legal
                    procedure by the Pledgor or any successors of the Pledgor or
                    any person
                    authorized by the Pledgor or any person authorized by the
                    Pledgor..

                


        

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        
          	6.3	
                  The
                    Pledgor warrants to the Pledgee that in order to protect or perfect
                    the
                    security over the payment of the technical consulting and service
                    fees
                    under the Service Agreement, the Pledgor shall execute in good
                    faith and
                    cause other parties who have interest in the Pledge to execute
                    all the
                    title certificates, contracts, and/or perform and cause other
                    parties who
                    have interests to take action as required by the Pledgee and
                    provide
                    access to exercise the rights and authorization vested in the
                    Pledgee
                    under this Agreement, and execute all the documents with respect
                    to the
                    changes or certificate of the Equity Interest with the Pledgee
                    or the
                    person (natural person or legal entity) designated by the Pledgee,
                    and
                    provide all the notices, orders and decisions regarded as necessary
                    by the
                    Pledgee to the Pledgee within the reasonable time.
                    

                


        

      

    

    


    
      
        
          	6.4	
                  The
                    Pledgor warrants to the Pledgee that the Pledgor will comply
                    with and
                    perform all the guarantees, covenants, agreements, representations
                    and
                    conditions for the benefits of the Pledgee. The Pledgor shall
                    compensate
                    all the losses suffered by the Pledgee in the event that the
                    Pledgor does
                    not perform or fully perform his guarantees, covenants, agreements,
                    representations and
                    conditions.

                


        

      

    

    


    
      
        Article
          7 Events
          of Default

      

    

    


    
      
        
          	7.1	
                  The
                    events listed below shall be deemed as an event of
                    default:

                


        

      

    

    


    
      	 	
              7.1.1

            	
              [DALIAN
                WINLAND INTERNATIONAL LOGISTICS CO., LTD.] fails to make full payments
                of
                the exclusive technical consulting and service fees as scheduled
                under the
                Service Agreement. 

            


    

    


    
      	 	
              7.1.2

            	
              The
                Pledgor makes any material misleading or fraudulent representations
                or
                warranties under Article 5 herein, and/or the Pledgor is in violation
                of
                any warranties under Article 5
                herein.

            


    

    


    
      	 	
              7.1.3

            	
              The
                Pledgor violates the covenants under Article 6
                herein.

            


    

     

    
      	 	
              7.1.4

            	
              The
                Pledgor violates any terms or conditions herein.
                

            


    

    


    
      	 	
              7.1.5

            	
              The
                Pledgor waives the pledged Equity Interest or transfers or assigns
                the
                pledged Equity Interest without prior written consent of the Pledgee,
                except as provided in Article 6.1.1 in this Agreement.
                

            


    

    


    
      	 	
              7.1.6

            	
              Any
                external loan, security, compensation, covenants or other compensation
                liabilities of the Pledgor’s (1) are required to be repaid or performed
                prior to the scheduled date; or (2) are due but cannot be repaid
                or
                performed as scheduled and thereby cause the Pledgee to deem that
                the
                Pledgor’s capacity to perform the obligations herein is
                effected.

            


    

    


    
      	 	
              7.1.7

            	
              The
                Pledgor is incapable of repaying its general debt or other
                debt.

            


    

    


    
      	 	
              7.1.8

            	
              This
                Agreement becomes illegal for the reason of the promulgation of the
                related laws or the Pledgor’s incapability of continuing to perform the
                obligations herein.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.1.9

            	
              Any
                approval, permits or authorization from the competent authority of
                the
                government needed to perform this Agreement or validate this Agreement
                are
                withdrawn, suspended, invalidated or materially revised.
                

            


    

    


    
      	 	
              7.1.10

            	
              The
                property of the Pledgor adversely changed and causes the Pledgee
                to deem
                that the capability of the Pledgor to perform the obligations herein
                under
                this Agreement is effected.

            


    

    


    
      	 	
              7.1.11

            	
              The
                successors or assignees of [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] are only entitled to perform a portion of or refuse to perform
                the
                payment liability under Service
                Agreement.

            


    

    


    
      	 	
              7.1.12

            	
              Other
                circumstances whereby the Pledgee is incapable of exercising the
                right to
                foreclose on the Pledge in accordance with the related
                laws.

            


    

     

    
      
        
          	7.2	
                  Party
                    B should immediately notice Party A in writing if the Pledgor
                    is aware of
                    or finds that any event under Article 7.1 herein or any events
                    that may
                    result in the foregoing events have occurred or are occurring.
                    

                


        

      

    

    


    
      
        
          	7.3	
                  Unless
                    the Event of Default under Article 7.1 herein has been remedied
                    to the
                    Pledgee’s satisfaction, the Pledgee, at any time when the Event of Default
                    occurs or thereafter, may give a written notice of default to
                    the Pledgor
                    and require the Pledgor to immediately make full payments of
                    the
                    outstanding service fees under the Service Agreement and other
                    payables or
                    foreclose on the Pledge in accordance with Article 8 herein.
                    

                


        

      

    

    


    
      
        Article
          8 Exercise
          of the Right of the Pledge

      

    

    


    
      	
              8.1

            	
              The
                Pledgor shall not transfer or assign the Equity Interest without
                prior
                written approval from the Pledgee prior to the full repayment of
                the
                consulting and service fees under the Service
                Agreement.

            


    

    


    
      	
              8.2

            	
              The
                Pledgee shall give the Notice of Default to the Pledgor when the
                Pledgee
                exercises the right of pledge.

            


    

     

    
      	
              8.3

            	
              Subject
                to Article 7.3, the Pledgee may exercise the right to foreclose on
                the
                Pledge at any time when the Pledgee gives the Notice of Default pursuant
                to Article 7.3

            


    

    


    
      	
              8.4

            	
              The
                Pledgee is entitled to have priority in receiving payment or proceeds
                from
                the auction or sale of whole or part of the Equity Interest pledged
                herein
                in accordance with applicable law until the outstanding technical
                consulting and service fees and all other payables under the Service
                Agreement are repaid. 

            


    

    


    
      	
              8.5

            	
              The
                Pledgor shall not hinder the Pledgee from foreclosing on the Pledge
                in
                accordance with this Agreement and shall give necessary assistance
                so that
                the Pledgee may effectively realize the value of the Pledge.
                

            


    

    


    
      
        Article
          9 Transfer
          or Assignment

      

    

    


    
      	
              9.1

            	
              The
                Pledgor shall not donate or transfer his rights or obligations herein
                without the prior written consent from the Pledgee.
                

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              9.2

            	
              This
                Agreement shall be binding upon and inure to the benefit of the successors
                of the Pledgor and be effective to the Pledgee and his each successor
                and
                assignee. 

            


    

    


    
      	
              9.3

            	
              The
                Pledgee may transfer or assign his all or any rights and obligations
                under
                the Service Agreement to any person (natural person or legal entity)
                at
                any time. In this case, the assignee shall enjoy and undertake the
                same
                rights and obligations herein of the Pledgee as if the assignee is
                a party
                hereto. When the Pledgee transfers or assigns the rights and obligations
                under the Service Agreement, at the request of the Pledgee, the Pledgor
                shall execute the relevant agreements and/or documents with respect
                to
                such transfer or assignment.

            


    

    


    
      	
              9.4

            	
              Due
                to the Pledgee’s change resulting from the transfer or assignment, the new
                parties to the pledge shall re-execute a pledge
                contract.

            


    

    


    
      
        Article
          10 Termination

      

    

    


    
      
        
          	10.1	
                  This
                    Agreement shall not be terminated until the consulting and service
                    fees
                    under the Service Agreement are paid in full and [DALIAN WINLAND
                    INTERNATIONAL LOGISTICS CO., LTD.] shall no longer undertake
                    any
                    obligations under the Service Agreement.


                


        

      

    

    


    
      
        Article
          11 Formalities
          Fees and Other Expenses

      

    

    


    
      
        
          	11.1	
                  The
                    Pledgor shall be responsible for all the fees and actual expenditures
                    in
                    relation to this Agreement, including but not limited to legal
                    fees, cost
                    of production, stamp tax and any other taxes and charges. If
                    the Pledgee
                    pays the relevant taxes in accordance with the laws, the Pledgor
                    shall
                    fully indemnity such taxes paid by the
                    Pledge.

                


        

      

    

    


    
      
        
          	11.2	
                  The
                    Pledgor shall be responsible for all the fees (including but
                    not limited
                    to any taxes, formalities fees, management fees, litigation fees,
                    attorney’s fees, and various insurance premiums in connection with
                    disposition of the Pledge) incurred by the Pledgor for the reason
                    that the
                    Pledgor fails to pay any payable taxes, fees or charges in accordance
                    with
                    this Agreement, or the Pledgee has recourse to any forgoing taxes,
                    charges
                    or fees by any means for other reasons.


                


        

      

    

    


    
      
        Article
          12 Force
          Majeure

      

    

    


    
      	12.1	
              If
                the fulfillment of this Agreement is delayed or blocked due to the
                Force
                Majeure Event, the party affected by such a Force Majeure Event shall
                free
                from any obligation to the extent of delay or holdback. Force Majeure
                Event (“Event”) means any event which is out of control of each party, and
                which is unavoidable or insurmountable even the party affected by
                such
                event has paid reasonable attention to it. The Event shall include,
                but
                not limited to, government actions, nature disaster, fire, explosion,
                typhoons, floods, earthquakes, tide, lightning or war. However, any
                lack
                of credit, assets or financing shall not be deemed as Event. The
                party
                claiming the occurrence of Event shall provide the other party with
                the
                steps of fulfilling the obligations of this Agreement. 

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	12.2	
              The
                Party affected by such an Event shall free from any obligation under
                this
                Agreement based on the conditions that the Party affected by such
                an Event
                have made reasonable endeavors to perform the Agreement and request
                the
                exemption from the other party. The both Parties agree to do their
                best to
                recover performance of this Agreement if the reason for exemption
                has been
                corrected or remedied.

            


    

    


    
      
        Article
          13 Dispute
          Settlement

      

    

    


    
      
        
          	13.1	
                  This
                    Agreement shall be governed by and construed in all respects
                    in accordance
                    with the PRC laws.

                


        

      

    

    


    
      
        
          	13.2	
                  The
                    Parties shall strive to settle any dispute arising from the interpretation
                    or performance, or in connection with this Agreement through
                    friendly
                    consultation. In case no settlement can be reached through consultation,
                    each Party can submit such matter to China International Economic
                    and
                    Trade Arbitration Committee for arbitration according to the
                    current
                    effective arbitration rules of its. The arbitration shall be
                    held in
                    Beijing. The arbitration proceedings shall be conducted in Chinese.
                    The
                    arbitration award shall be final and binding upon the Parties.
                    The
                    arbitration award may be submitted to the applicable People’s Court for
                    enforcement. 

                


        

      

    

    


    
      
        Article
          14 Notices

      

    

    


    
      
        
          	14.1	
                  Any
                    notice to which is given by the both Parties hereto for the purpose
                    of
                    performing the rights and obligations hereunder shall be in writing.
                    Where
                    such notice is delivered personally, the time of notice is the
                    time when
                    such notice actually reaches the addressee; where such notice
                    is
                    transmitted by telex or facsimile, the notice time is the time
                    when such
                    notice is transmitted. If such notice does not reach the addressee
                    on
                    business date or reaches the addressee after the business time,
                    the next
                    business day following such day is the date of notice. The delivery
                    place
                    is the address first written above of the Parties hereto or the
                    address
                    advised in writing including facsimile and telex from time to
                    time.
                    

                


        

      

    

     

    
      
        Article
          15 Appendix

      

    

    


    
      
        
          	15.1	
                  The
                    Appendix of this Agreement as attached hereto is the part of
                    this
                    Agreement.

                


        

      

    

    


    
      
        Article
          16 Effectiveness

      

    

    


    
      
        
          	16.1	
                  This
                    Agreement and any amendments, supplements and modifications of
                    this
                    Agreement shall be in writing, and come into effect upon being
                    executed by
                    the Parties thereto.

                


        

      

    

    


    
      
        
          	16.2	
                  This
                    Agreement is executed both in Chinese and English with two copies
                    for each
                    language. The Chinese version will prevail in the event of any
                    inconsistency between the English and any Chinese translations
                    thereof.
                    

                


        

      

    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    [THIS
      SPACE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    This
      page
      is the signing page of this Equity Interest Pledge Agreement. 

    


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

    


    Party
      A: /s/ Beijing Huate Xingye Keji Co., Ltd.

    Legal
      Representative: Du
      Guangwen

    


    Party
      B: /s/ Dalian
      Winland Shipping Co., Ltd.

    Signature:
      Li
      Honglin

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    APPENDIX

    


    
      	
              1.

            	
              The
                register of the shareholders of Dalian
                Winland International Logistics Co.,
                Ltd.

            


    

    


    
      	
              2.

            	
              The
                Contribution Certificate of Dalian
                Winland International Logistics Co.,
                Ltd.

            


    

    


    
      	3.	
              The
                Exclusive Technical Consulting and Service
                Agreement.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EQUITY
      INTEREST PLEDGE AGREEMENT

    


    THIS
      EQUITY
      INTEREST PLEDGE
      AGREEMENT (“Agreement”)
      is
      entered into by and between the following parties on March 31, 2008 

    


    Pledgee:
      Beijing Huate Xingye Keji Co., Ltd.(“Party A”)

    Registered
      address: [Room 5107, Shenchang Building, 51 Zhichun Road, Haidian District,
      Beijing]

    


    Pledgor: Dalian
      Winland Group Co., Ltd.(“Party
      B”)

    Address:[No.
      C2 Floor 23, No.4 Shanghai Road, Zhongshan District, Dalian]

    


    (each
      a
“Party”
and
      collectively the “Parties”)

    


    WHEREAS:

    


    
      	
              4.

            	
              The
                Pledgee is a wholly
                foreign-owned enterprise duly established and valid existing under
                the PRC
                laws. The Pledgee and [Dalian
                Winland International Logistics Co., Ltd.]
                owned by the Pledgor entered into Exclusive Technical Consulting
                and
                Service Agreement on [March 31, 2008] (the “Service
                Agreement”).

            


    

    


    
      	
              5.

            	
              The
                Pledgor, a local citizen of the People’s Republic of China (the
                “PRC”),
                who holds 51% equity interest of [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO., LTD.], which is a
                limited liability company duly established and valid existing
                in
                Beijing under the laws of PRC.

            


    

    


    
      	
              6.

            	
              Pursuant
                to the Service Agreement, [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] shall make certain payments to the Pledgee in consideration
                of the
                services and consultant provided by the Pledgee thereunder. In order
                to
                ensure that the Pledgee collects technical fee from [DALIAN WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.], the Pledgor is willing to pledge
                all
                its equity interest in [DALIAN WINLAND INTERNATIONAL LOGISTICS CO.,
                LTD.]
                to the Pledgee as a security for the Pledgee to collect the technical
                consulting and service fees under the Service
                Agreement.

            


    

    


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

     

    
      
        Article
          17 Definitions

      

    

    


    Unless
      it
      is otherwise stipulated, for the purpose of this Agreement, the following terms
      shall have the following meanings:

    


    
      	
              1.8

            	
              Pledge
                means the full meaning assigned to that term in Article 2 of this
                Agreement.

            


    

    


    
      	
              1.9

            	
              Equity
                Interest means the 51% equity interest (the “Equity
                Interest”)
                in [DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.] legally held
                by the
                Pledgor and all the other equity interest which might be further
                held by
                the Pledgor;

            


    

    


    
      	
              1.10

            	
              Rate
                of Pledge means the ratio between the value of the pledge under this
                Agreement and the technical consulting fees under the Service Agreement.
                

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              1.11

            	
              Term
                of Pledge means the period provided for under Article 3.2
                hereunder.

            


    

    


    
      	
              1.12

            	
              Service
                Agreement means the Exclusive Technical Consulting and Service Agreement
                entered into by and between [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] and the Pledgee. 

            


    

    


    
      	
              1.13

            	
              Event
                of Default means any event in accordance with Article 7
                hereunder .

            


    

    


    
      	
              1.14

            	
              Notice
                of Default means the notice of default issued by the Pledgee in accordance
                with this Agreement.

            


    

     

    
      
        Article
          18 Pledge

      

    

    


    
      	
              2.3

            	
              Party
                B agrees to pledge all its Equity Interest in [DALIAN WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.] to the Pledgee as a guarantee
                for the
                technical consulting service fee payable to the Pledgee under the
                Service
                Agreement.

            


    

    


    
      	
              2.4

            	
              Pledge
                under this Agreement refers to the rights owned by the Pledgee who
                shall
                be entitled to have priority in receiving payment or proceeds from
                the
                auction or sale of the equity interest pledged by the Pledgor to
                the
                Pledgee. 

            


    

    


    
      
        Article
          19 Rate
          of Pledge and Term of Pledge

      

    

    


    
      
        
          	3.3	
                  The
                    Rate of Pledge: 100%

                


        

      

    

    


    The
      Rate
      of Pledge shall be 100% under this Agreement.

    


    
      
        
          	3.4	
                  The
                    Term of Pledge

                


        

      

    

    


    
      	
            	3.1.1	
              The
                Pledge of the Equity Interest under this Agreement shall take effect
                as of
                the date that the Pledge of the Equity Interest is recorded in the
                register of shareholders of [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.].

            


    

    


    
      	
            	3.1.2	
              During
                the Term of Pledge, the Pledgee shall be entitled to foreclose on
                the
                Pledge in accordance with this Agreement in the event that [DALIAN
                WINLAND
                INTERNATIONAL LOGISTICS CO., LTD.] fails to pay exclusive technical
                consulting and service fees in accordance with Service
                Agreement.

            


    

    


    
      
        Article
          20 Physical
          Possession of Documents

      

    

    


    
      
        
          	4.3	
                  During
                    the Term of Pledge, the Pledgee shall be entitled to possess
                    the
                    contribution certificate of the Equity Interest (the “Contribution
                    Certificate”)
                    and the register of shareholders of [DALIAN WINLAND INTERNATIONAL
                    LOGISTICS CO., LTD.]. The Pledgor shall delivery the Contribution
                    Certificate and the register of shareholders hereunder to the
                    Pledgee
                    within one week after the signature date of this
                    Agreement.

                


        

      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        
          	4.4	
                  The
                    Pledgee shall be entitled to collect the dividends from the Equity
                    Interest.

                


        

      

    

    


    
      
        Article
          21 Representations
          and Warranties of Party B

      

    

    


    
      
        
          	5.5	
                  Party
                    B is the legal owner of the Equity
                    Interest.

                


        

      

    

    


    
      
        
          	5.6	
                  Except
                    as otherwise provided hereunder, the Pledgee shall not be interfered
                    with
                    by any parties at any time when the Pledgee exercising its rights
                    in
                    accordance with this Agreement.


                


        

      

    

    


    
      
        
          	5.7	
                  Except
                    as otherwise provided hereunder, the Pledgee shall be entitled
                    to
                    exercise, dispose of or assign the Pledge in accordance with
                    this
                    Agreement. 

                


        

      

    

    


    
      
        
          	5.8	
                  The
                    Pledgor shall not pledge or encumber the Equity Interest to any
                    other
                    person except for the
                    Pledgee.

                


        

      

    

    


    
      
        Article
          22 Covenant
          of the Pledgor

      

    

    


    
      
        
          	6.5	
                  During
                    the effective term of this Agreement, the Pledgor covenants to
                    the Pledgee
                    that the Pledgor shall:


                


        

      

    

    


    
      	 	
              6.1.4

            	
              Except
                for the transfer of the Equity Interest by the Pledgor, Recon Technology,
                Co., Limited and [DALIAN
                WINLAND INTERNATIONAL LOGISTICS CO., LTD.]
                as
                subject to the Exclusive Equity Interest Purchase Agreement entered
                into
                by and among the Pledgor and Recon Technology, Co., Limited to transfer
                the Equity Interest to the Pledgor or the specified person consigned
                by
                the Pledgor (“Specified
                Person”),
                not transfer or assign the Equity Interest, create or permit to be
                created
                any pledges which may have an adverse affect on the rights or benefits
                of
                the Pledgee without prior written consent from the Pledgee.
                

            


    

    


    
      	 	
              6.1.5

            	
              Comply
                with and implement laws and regulation with respect to the right
                of
                pledge, present to the Pledgee the notices, orders or suggestions
                with
                respect to the Pledge issued or made by the competent authority after
                receiving such notices, orders or suggestions and comply with such
                notices, orders or suggestions, or object to the foregoing matters
                at the
                reasonable request of the Pledgee or with the written consent from
                the
                Pledgee.

            


    

    


    
      	 	
              6.1.6

            	
              Timely
                notify the Pledgee of any events or any received notices which may
                affect
                the Pledgor’s Equity Interest or any part of its right, and any events or
                any received notices which may change any of the Pledgor’s convenants and
                obligations under this Agreement or which may affect the Pledgor’s
                performance of its obligation under this
                Agreement.

            


    

    


    
      
        
          	6.6	
                  The
                    Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained
                    from this Agreement shall not be suspended or hampered through
                    legal
                    procedure by the Pledgor or any successors of the Pledgor or
                    any person
                    authorized by the Pledgor or any person authorized by the
                    Pledgor..

                


        

      

    

    


    
      
        
          	6.7	
                  The
                    Pledgor warrants to the Pledgee that in order to protect or perfect
                    the
                    security over the payment of the technical consulting and service
                    fees
                    under the Service Agreement, the Pledgor shall execute in good
                    faith and
                    cause other parties who have interest in the Pledge to execute
                    all the
                    title certificates, contracts, and/or perform and cause other
                    parties who
                    have interests to take action as required by the Pledgee and
                    provide
                    access to exercise the rights and authorization vested in the
                    Pledgee
                    under this Agreement, and execute all the documents with respect
                    to the
                    changes or certificate of the Equity Interest with the Pledgee
                    or the
                    person (natural person or legal entity) designated by the Pledgee,
                    and
                    provide all the notices, orders and decisions regarded as necessary
                    by the
                    Pledgee to the Pledgee within the reasonable time.
                    

                


        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        
          	6.8	
                  The
                    Pledgor warrants to the Pledgee that the Pledgor will comply
                    with and
                    perform all the guarantees, covenants, agreements, representations
                    and
                    conditions for the benefits of the Pledgee. The Pledgor shall
                    compensate
                    all the losses suffered by the Pledgee in the event that the
                    Pledgor does
                    not perform or fully perform his guarantees, covenants, agreements,
                    representations and
                    conditions.

                


        

      

    

    


    
      
        Article
          23 Events
          of Default

      

    

    


    
      
        
          	7.4	
                  The
                    events listed below shall be deemed as an event of
                    default:

                


        

      

    

    


    
      	 	
              7.1.13

            	
              [DALIAN
                WINLAND INTERNATIONAL LOGISTICS CO., LTD.] fails to make full payments
                of
                the exclusive technical consulting and service fees as scheduled
                under the
                Service Agreement. 

            


    

    


    
      	 	
              7.1.14

            	
              The
                Pledgor makes any material misleading or fraudulent representations
                or
                warranties under Article 5 herein, and/or the Pledgor is in violation
                of
                any warranties under Article 5
                herein.

            


    

    


    
      	 	
              7.1.15

            	
              The
                Pledgor violates the covenants under Article 6
                herein.

            


    

     

    
      	 	
              7.1.16

            	
              The
                Pledgor violates any terms or conditions herein.
                

            


    

    


    
      	 	
              7.1.17

            	
              The
                Pledgor waives the pledged Equity Interest or transfers or assigns
                the
                pledged Equity Interest without prior written consent of the Pledgee,
                except as provided in Article 6.1.1 in this Agreement.
                

            


    

    


    
      	 	
              7.1.18

            	
              Any
                external loan, security, compensation, covenants or other compensation
                liabilities of the Pledgor’s (1) are required to be repaid or performed
                prior to the scheduled date; or (2) are due but cannot be repaid
                or
                performed as scheduled and thereby cause the Pledgee to deem that
                the
                Pledgor’s capacity to perform the obligations herein is
                effected.

            


    

    


    
      	 	
              7.1.19

            	
              The
                Pledgor is incapable of repaying its general debt or other
                debt.

            


    

    


    
      	 	
              7.1.20

            	
              This
                Agreement becomes illegal for the reason of the promulgation of the
                related laws or the Pledgor’s incapability of continuing to perform the
                obligations herein.

            


    

    


    
      	 	
              7.1.21

            	
              Any
                approval, permits or authorization from the competent authority of
                the
                government needed to perform this Agreement or validate this Agreement
                are
                withdrawn, suspended, invalidated or materially revised.
                

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.1.22

            	
              The
                property of the Pledgor adversely changed and causes the Pledgee
                to deem
                that the capability of the Pledgor to perform the obligations herein
                under
                this Agreement is effected.

            


    

    


    
      	 	
              7.1.23

            	
              The
                successors or assignees of [DALIAN WINLAND INTERNATIONAL LOGISTICS
                CO.,
                LTD.] are only entitled to perform a portion of or refuse to perform
                the
                payment liability under Service
                Agreement.

            


    

    


    
      	 	
              7.1.24

            	
              Other
                circumstances whereby the Pledgee is incapable of exercising the
                right to
                foreclose on the Pledge in accordance with the related
                laws.

            


    

     

    
      
        
          	7.5	
                  Party
                    B should immediately notice Party A in writing if the Pledgor
                    is aware of
                    or finds that any event under Article 7.1 herein or any events
                    that may
                    result in the foregoing events have occurred or are occurring.
                    

                


        

      

    

    


    
      
        
          	7.6	
                  Unless
                    the Event of Default under Article 7.1 herein has been remedied
                    to the
                    Pledgee’s satisfaction, the Pledgee, at any time when the Event of Default
                    occurs or thereafter, may give a written notice of default to
                    the Pledgor
                    and require the Pledgor to immediately make full payments of
                    the
                    outstanding service fees under the Service Agreement and other
                    payables or
                    foreclose on the Pledge in accordance with Article 8 herein.
                    

                


        

      

    

    


    
      
        Article
          24 Exercise
          of the Right of the Pledge

      

    

    


    
      	
              8.6

            	
              The
                Pledgor shall not transfer or assign the Equity Interest without
                prior
                written approval from the Pledgee prior to the full repayment of
                the
                consulting and service fees under the Service
                Agreement.

            


    

    


    
      	
              8.7

            	
              The
                Pledgee shall give the Notice of Default to the Pledgor when the
                Pledgee
                exercises the right of pledge.

            


    

     

    
      	
              8.8

            	
              Subject
                to Article 7.3, the Pledgee may exercise the right to foreclose on
                the
                Pledge at any time when the Pledgee gives the Notice of Default pursuant
                to Article 7.3

            


    

    


    
      	
              8.9

            	
              The
                Pledgee is entitled to have priority in receiving payment or proceeds
                from
                the auction or sale of whole or part of the Equity Interest pledged
                herein
                in accordance with applicable law until the outstanding technical
                consulting and service fees and all other payables under the Service
                Agreement are repaid. 

            


    

    


    
      	
              8.10

            	
              The
                Pledgor shall not hinder the Pledgee from foreclosing on the Pledge
                in
                accordance with this Agreement and shall give necessary assistance
                so that
                the Pledgee may effectively realize the value of the Pledge.
                

            


    

    


    
      
        Article
          25 Transfer
          or Assignment

      

    

    


    
      	
              9.5

            	
              The
                Pledgor shall not donate or transfer his rights or obligations herein
                without the prior written consent from the Pledgee.
                

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              9.6

            	
              This
                Agreement shall be binding upon and inure to the benefit of the successors
                of the Pledgor and be effective to the Pledgee and his each successor
                and
                assignee. 

            


    

    


    
      	
              9.7

            	
              The
                Pledgee may transfer or assign his all or any rights and obligations
                under
                the Service Agreement to any person (natural person or legal entity)
                at
                any time. In this case, the assignee shall enjoy and undertake the
                same
                rights and obligations herein of the Pledgee as if the assignee is
                a party
                hereto. When the Pledgee transfers or assigns the rights and obligations
                under the Service Agreement, at the request of the Pledgee, the Pledgor
                shall execute the relevant agreements and/or documents with respect
                to
                such transfer or assignment.

            


    

    


    
      	
              9.8

            	
              Due
                to the Pledgee’s change resulting from the transfer or assignment, the new
                parties to the pledge shall re-execute a pledge
                contract.

            


    

    


    
      
        Article
          26 Termination

      

    

    


    
      
        
          	10.2	
                  This
                    Agreement shall not be terminated until the consulting and service
                    fees
                    under the Service Agreement are paid in full and [DALIAN WINLAND
                    INTERNATIONAL LOGISTICS CO., LTD.] shall no longer undertake
                    any
                    obligations under the Service Agreement.


                


        

      

    

    


    
      
        Article
          27 Formalities
          Fees and Other Expenses

      

    

    


    
      
        
          	11.3	
                  The
                    Pledgor shall be responsible for all the fees and actual expenditures
                    in
                    relation to this Agreement, including but not limited to legal
                    fees, cost
                    of production, stamp tax and any other taxes and charges. If
                    the Pledgee
                    pays the relevant taxes in accordance with the laws, the Pledgor
                    shall
                    fully indemnity such taxes paid by the
                    Pledge.

                


        

      

    

    


    
      
        
          	11.4	
                  The
                    Pledgor shall be responsible for all the fees (including but
                    not limited
                    to any taxes, formalities fees, management fees, litigation fees,
                    attorney’s fees, and various insurance premiums in connection with
                    disposition of the Pledge) incurred by the Pledgor for the reason
                    that the
                    Pledgor fails to pay any payable taxes, fees or charges in accordance
                    with
                    this Agreement, or the Pledgee has recourse to any forgoing taxes,
                    charges
                    or fees by any means for other reasons.


                


        

      

    

    


    
      
        Article
          28 Force
          Majeure

      

    

    


    
      	12.3	
              If
                the fulfillment of this Agreement is delayed or blocked due to the
                Force
                Majeure Event, the party affected by such a Force Majeure Event shall
                free
                from any obligation to the extent of delay or holdback. Force Majeure
                Event (“Event”) means any event which is out of control of each party, and
                which is unavoidable or insurmountable even the party affected by
                such
                event has paid reasonable attention to it. The Event shall include,
                but
                not limited to, government actions, nature disaster, fire, explosion,
                typhoons, floods, earthquakes, tide, lightning or war. However, any
                lack
                of credit, assets or financing shall not be deemed as Event. The
                party
                claiming the occurrence of Event shall provide the other party with
                the
                steps of fulfilling the obligations of this Agreement. 

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	12.4	
              The
                Party affected by such an Event shall free from any obligation under
                this
                Agreement based on the conditions that the Party affected by such
                an Event
                have made reasonable endeavors to perform the Agreement and request
                the
                exemption from the other party. The both Parties agree to do their
                best to
                recover performance of this Agreement if the reason for exemption
                has been
                corrected or remedied.

            


    

    


    
      
        Article
          29 Dispute
          Settlement

      

    

    


    
      
        
          	13.3	
                  This
                    Agreement shall be governed by and construed in all respects
                    in accordance
                    with the PRC laws.

                


        

      

    

    


    
      
        
          	13.4	
                  The
                    Parties shall strive to settle any dispute arising from the interpretation
                    or performance, or in connection with this Agreement through
                    friendly
                    consultation. In case no settlement can be reached through consultation,
                    each Party can submit such matter to China International Economic
                    and
                    Trade Arbitration Committee for arbitration according to the
                    current
                    effective arbitration rules of its. The arbitration shall be
                    held in
                    Beijing. The arbitration proceedings shall be conducted in Chinese.
                    The
                    arbitration award shall be final and binding upon the Parties.
                    The
                    arbitration award may be submitted to the applicable People’s Court for
                    enforcement. 

                


        

      

    

    


    
      
        Article
          30 Notices

      

    

    


    
      
        
          	14.2	
                  Any
                    notice to which is given by the both Parties hereto for the purpose
                    of
                    performing the rights and obligations hereunder shall be in writing.
                    Where
                    such notice is delivered personally, the time of notice is the
                    time when
                    such notice actually reaches the addressee; where such notice
                    is
                    transmitted by telex or facsimile, the notice time is the time
                    when such
                    notice is transmitted. If such notice does not reach the addressee
                    on
                    business date or reaches the addressee after the business time,
                    the next
                    business day following such day is the date of notice. The delivery
                    place
                    is the address first written above of the Parties hereto or the
                    address
                    advised in writing including facsimile and telex from time to
                    time.
                    

                


        

      

    

     

    
      
        Article
          31 Appendix

      

    

    


    
      
        
          	15.2	
                  The
                    Appendix of this Agreement as attached hereto is the part of
                    this
                    Agreement.

                


        

      

    

    


    
      
        Article
          32 Effectiveness

      

    

    


    
      
        
          	16.3	
                  This
                    Agreement and any amendments, supplements and modifications of
                    this
                    Agreement shall be in writing, and come into effect upon being
                    executed by
                    the Parties thereto.

                


        

      

    

    


    
      
        
          	16.4	
                  This
                    Agreement is executed both in Chinese and English with two copies
                    for each
                    language. The Chinese version will prevail in the event of any
                    inconsistency between the English and any Chinese translations
                    thereof.
                    

                


        

      

    

    


    [THIS
      SPACE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    This
      page
      is the signing page of this Equity Interest Pledge Agreement. 

    


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

    


    Party
      A: /s/ Beijing Huate Xingye Keji Co., Ltd.

    Legal
      Representative: Du
      Guangwen

    


    Party
      B: /s/ Dalian
      Winland Group Co., Ltd.

    Signature:
      Li
      Honglin

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    APPENDIX

    


    
      	
              4.

            	
              The
                register of the shareholders of Dalian
                Winland International Logistics Co.,
                Ltd.

            


    

    


    
      	
              5.

            	
              The
                Contribution Certificate of Dalian
                Winland International Logistics Co.,
                Ltd.

            


    

    


    
      	6.	
              The
                Exclusive Technical Consulting and Service
                Agreement.

            


    

    


    
      
        
        

      

      
        19