EQUITY
      INTEREST PLEDGE AGREEMENT

    


    This
      Equity Interest Pledge Agreement (the “Agreement”)
      is
      entered into by and between the following Parties effective as of November
      14,
      2007.  

    


    
      	Pledgee:	
              Trans
                Pacific Shipping Ltd. (“Party
                A”)

            


    

    Registered
      address: Rm. 1208b Tower D Qingye Building, No.9 

    Wangjingbeilu,
      Chaoyang District, Beijing 

    


    
      
        	Pledgor:	
                CAO
                  Lei (“Party
                  B-1”)

              


      

    

    ID
      No. 110101196402032035

    Address:
      Room 5-A-602, Fangchengyuanyiqu, Fengtai District, Beijing

    


    ZHANG
      Mingwei
      (“Party
      B-2”)

    ID
      No. 120106195311010016

    Address:
      Room
      21-304,707 Suo, the Third Avenue, Dingzigu, Hongqiao 

    District,
      Tianjin

    


    WHEREAS,
      Party
      A is a wholly
      foreign-owned enterprise duly established and valid existing in Beijing under
      the laws of the People’s Republic of China (the “PRC”).
      Party
      A and Sino-Global
      Shipping Agency Ltd. (“Sino-Global”),
      owned by Parties B and C, entered into an Exclusive Technical Consulting and
      Service Agreement effective as of November 14, 2007 (the “Service
      Agreement”).

    


    WHEREAS,
      Party
      B-1
      and Party B-2, citizens of the PRC, collectively hold 100% equity interest
      of
Sino-Global,
      a
      limited liability company duly established and valid existing
      in Beijing under the laws of the PRC.

    


    WHEREAS,
      in
      order to ensure that Party A collects technical consulting and service fees
      from
      Sino-Global, each of Party
      B-1
      and Party B-2 are willing to pledge all of their equity interests in Sino-Global
      to Party A as security.

    


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

     

    ARTICLE
      I

    


    DEFINITIONS

    


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

    


    “Pledge”
      means the full meaning assigned to that term in Article II of this
      Agreement.

    


    “Equity
      Interest”
      means the 100% equity interest in Sino-Global collectively held by Party
      B-1
      and Party B-2.

    


    “Rate
      of Pledge”
      means the ratio between the value of the Pledge under this Agreement to the
      technical consulting and service fees under the Service Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Term
      of Pledge”
      means the period provided for under Article III(b) hereunder.

    


    “Service
      Agreement”
      has the meaning ascribed to it in Recital 1 above. 

    


    “Event
      of Default”
      means any event in accordance with Article VII hereunder.

    


    “Notice
      of Default”
      means the notice of default issued by Party A in accordance with this
      Agreement.

    


    ARTICLE
      II

    


    PLEDGE

    


    (a)
      Each
      of Party
      B-1
      and Party B-2 agrees to pledge all of its portion of the Equity Interest as
      security for the payment of technical consulting and service fees payable to
      Party A under the Service Agreement (the “Pledge”).

    


    (b)
      Party
      A shall be entitled to have priority in receiving payment or proceeds from
      the
      auction or sale of the Equity Interest pledged by Party
      B-1
      and Party B-2 to Party A. 

    


    ARTICLE
      III

    


    RATE
      OF PLEDGE AND TERM OF PLEDGE

    


    (a) The
      Rate of Pledge:

    


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

    


    (b) The
      Term of Pledge:

    


    (i) The
      Pledge shall take effect as of the date that the Pledge is recorded in the
      register of shareholders of Sino-Global. This
      Agreement shall expire on the date that is twenty-five (25) years following
      the
      date hereof unless earlier terminated as set forth in this Agreement or upon
      mutual agreement of the Parties hereto. 

    


    (ii) This
      Agreement may be extended prior to termination for one or more twenty-five
      (25)
      year terms upon written notice by Party A, provided such extension is permitted
      by law. The parties will cooperate to renew this Agreement if such renewal
      is
      legally permitted at the time.

    


    (iii) During
      the term of Pledge, Party A shall be entitled to foreclose on the Pledge in
      accordance with this Agreement in the event that Sino-Global fails to pay
      exclusive technical consulting and service fees in accordance with the Service
      Agreement.

    


    (c) Except
      as otherwise provided hereunder, Party A shall be entitled to exercise, dispose
      of or assign the Pledge in accordance with this Agreement. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    


    PHYSICAL
      POSSESSION OF DOCUMENTS

    


    (a) During
      the term of Pledge, Party A shall be entitled to possess the contribution
      certificate of the Equity Interest (the “Contribution
      Certificate”)
      and the register of shareholders of Sino-Global. Party
      B-1
      and Party B-2 shall deliver the Contribution Certificate and the register of
      shareholders hereunder to Party A within one week after the date of this
      Agreement.

    


    (b) Party
      A shall be entitled to collect any dividends from the Equity Interest during
      the
      term of the Pledge.

    


    ARTICLE
      V

    


    REPRESENTATION
      AND WARRANTIES OF PARTY B-1 AND PARTY B-2

    


    (a) Party
      B-1
      and Party B-2 collectively own 100% of the Equity Interest.

    


    (b)
      Except
      as otherwise provided hereunder, Party
      B-1
      and Party B-2 shall not interfere with exercise of Party A’s rights in
      accordance with this Agreement. 

    


    ARTICLE
      VI

    


    COVENANTS
      OF PARTY B-1 AND PARTY B-2

    


    (a) During
      the term of this Agreement, each of Party
      B-1
      and Party B-2 covenants to Party A as follows: 

    


    (i) Except
      for the transfer of the Equity Interest by Party
      B-1
      and
Party
      B-2,
      as
      contemplated by the Exclusive Equity Interest Purchase Agreement entered into
      by
      and among Party
      B-1,
      Party
      B-2
      and
Sino-Global,
      Party
      B-1
      and
Party
      B-2
      shall
      not transfer or assign the Equity Interest or create or permit to be created
      any
      pledge which may have an adverse affect on the rights or benefits of Party
      A
      without prior written consent from Party A. 

    


    (ii) Party
      B-1
      and Party B-2 shall: comply with all laws and regulations with respect to the
      right of pledge; present Party A any notices, orders or suggestions relating
      to
      the Pledge issued or made by the competent authority; and comply with such
      notices, orders or suggestions or object to the foregoing matters at the
      reasonable request of Party A or with the written consent of Party A.


    


    (iii) Party
      B-1
      and Party B-2 shall timely notify Party A of any events or the receipt of any
      notice which may affect the Equity Interest, which may change any of
Party
      B-1’s
      or Party B-2’s covenants and obligations under this Agreement or which may
      affect the performance of Party
      B-1
      or Party B-2 under this Agreement.

    


    (iv) Other
      than as noted in this Agreement, neither Party
      B-1
      nor Party B-2 shall pledge or otherwise encumber the Equity Interest to any
      other person except for Party A.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Party
      B-1
      and Party B-2 agree that Party A’s right to exercise the Pledge shall not be
      suspended or hampered through legal procedure instituted by Party
      B-1,
      Party B-2, any successors of Party
      B-1
      or Party B-2 or any person authorized by Party
      B-1
      or Party B-2.

    


    (c)
      Each
      of Party
      B-1
      and Party B-2 warrants to execute in good faith and cause other parties who
      may
      have interest in the Pledge to: execute title certificates, contracts, and/or
      perform and cause other parties who have interests to take action as required
      by
      Party A and provide access to exercise the rights and authorization vested
      in
      Party A under this Agreement; execute all the documents with respect to the
      Equity Interest; and promptly provide all the notices, orders and decisions
      (as
      referenced above) related to the Equity Interest to Party A.

    


    (d) Each
      of Party
      B-1
      and Party B-2 warrants that each will comply with and perform all the
      guarantees, covenants, agreements, representations and conditions hereunder
      for
      the benefits of Party A. Each of Party
      B-1
      and Party B-2 shall compensate Party A losses suffered in the event that
Party
      B-1
      or Party B-2 does not perform or fully perform its guarantees, covenants,
      agreements, representations and conditions hereunder.

    


    ARTICLE
      VII

    


    EVENTS
      OF DEFAULT

    


    (a) The
      events listed below shall be deemed as an event of default:

    


    (i) Failure
      by Sino-Global to make full payment of the exclusive technical consulting and
      service fees as provided under the Service Agreement. 

    


    (ii) The
      making of any material misleading or fraudulent representations or warranties
      under Article V herein by Party
      B-1
      or Party B-2.

    


    (iii) The
      violation by Party
      B-1
      or Party B-2 of the covenants under Article VI herein.

    


    (iv) The
      violation by Party
      B-1
      or Party B-2 of any terms or conditions hereof. 

    


    (v) The
      waiver by Party
      B-1
      or Party B-2 of the pledged Equity Interest or the transfer or assignment by
      Party A or Party
      B-1
      of the pledged Equity Interest without prior written consent of Party A, except
      as provided in Article VI(a)(i) in this Agreement. 

    


    (vi) The
      acceleration of any loan, security, compensation, covenants or other
      compensation liabilities of Party
      B-1
      or Party B-2.

    


    (vii) Party
      A’s reasonable belief that Party
      B-1
      or Party B-2 is incapable of performing under this Agreement.

    


    (viii) The
      insolvency of Party
      B-1
      or Party B-2.

    


    (ix) The
      determination by relevant legal authorities that the performance of this
      Agreement is illegal.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (x) The
      withdrawal, suspension, invalidation or material revision of any approval,
      permits or authorization from the competent authority of the Chinese government
      needed to perform or validate this Agreement. 

    


    (xi) Any
      adverse change in the property of Party
      B-1
      or Party B-2 that causes Party A to reasonably deem that Party
      B-1
      or Party B-2 may be unable to perform the obligations hereunder.

    


    (xii) The
      inability or refusal by any successor or assignee of Sino-Global to pay the
      amounts due under Service Agreement.

    


    (xiii) The
      occurrence of any other circumstances whereby Party A is incapable of exercising
      the right to foreclose on the Pledge.

    


    (b) Each
      of Party
      B-1
      and Party B-2 must immediately notify Party A in writing if either Party
      B-1
      or Party B-2 is aware of any event of default or events that may reasonably
      lead
      to an event of default hereunder. 

    


    (c) Unless
      the event of default has been remedied to Party A’s sole and absolute
      satisfaction, Party A may (i) give a written notice of default to Party
      B-1
      and Party B-2 and require Party
      B-1
      and Party B-2 to immediately make full payments of the outstanding technical
      consulting and service fees under the Service Agreement and other payables
      or
      (ii) foreclose on the Pledge in accordance with Article VIII herein.


    


    ARTICLE
      VIII

    


    EXERCISE
      OF THE RIGHT OF THE PLEDGE

    


    (a) Prior
      to the full payment of the consulting and service fees under the Service
      Agreement, neither Party
      B-1
      nor Party B-2 shall transfer or assign the Equity Interest without prior written
      approval from Party A.

    


    (b) Party
      A shall give notice of default to Party
      B-1
      and Party B-2 when Party A exercises the right of pledge.

    


    (c) Subject
      to terms hereof, Party A may exercise the right to foreclose on the Pledge
      at
      any time following written notice of default.

    


    (d) Party
      A is entitled to priority receipt in 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 fully repaid. 

    


    (e) Neither
      Party
      B-1
      nor Party B-2 shall hinder Party A from foreclosing on the Pledge in accordance
      with this Agreement, each shall give necessary assistance so that Party A may
      effectively realize the value of the Pledge. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

    


    TRANSFER
      OR ASSIGNMENT

    


    (a)
      Neither
      Party
      B-1
      nor Party B-2 shall transfer his rights or obligations hereunder without the
      prior written consent from Party A. 

    


    (b)
      This
      Agreement shall be binding upon and inure to the benefit of the successors
      of
      Party A, Party
      B-1
      and Party B-2. 

    


    (c)
      Party
      A 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 Party A as if the assignee is a party hereto. To the extent Party
      A
      transfers or assigns the rights and obligations under the Service Agreement,
      at
      the request of Party A, each of Party
      B-1
      and Party B-2 shall execute the relevant agreements and/or documents with
      respect to such transfer or assignment.

    


    (d)
      Upon
      Party A’s transfer or assignment, the new parties to the Pledge shall re-execute
      a Pledge contract.

    


    ARTICLE
      X

    


    TERMINATION

    


    This
      Agreement shall not be terminated until the consulting and service fees under
      the Service Agreement are paid in full and Sino-Global shall no longer undertake
      any obligations under the Service Agreement. 

    


    ARTICLE
      XI

    


    FORMALITIES
      FEES AND OTHER EXPENSES

    


    (a)
      Party
      B-1
      and Party B-2, jointly and severally, shall be responsible for all 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 Party A pays the relevant taxes in accordance with the laws, Party
      B-1
      and Party B-2, jointly and severally, shall fully indemnity such taxes paid
      by
      the Pledge.

    


    (b)
      Party
      B-1
      and Party B-2 shall be responsible for all 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 Party
      B-1
      and Party B-2 as a result of the failure of Party
      B-1
      or Party B-2 to pay any payable taxes, fees or charges in accordance with this
      Agreement, or as a result of the fact that Party A has recourse to any foregoing
      taxes, charges or fees by any means for other reasons. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII

    


    FORCE
      MAJEURE

    


    (a) If
      the fulfillment of this Agreement is delayed or blocked due to a Force Majeure
      Event (as defined below), the Party affected by such a Force Majeure Event
      shall
      be free from any obligation to the extent of such delay or holdback. As used
      herein, the term “Force
      Majeure Event”
      shall mean any event which is out of control of each Party, and which is
      unavoidable or insurmountable even if the Party affected by such event has
      paid
      reasonable attention to it. A Force Majeure Event shall include, but not be
      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 a Force Majeure Event. The Party B-2laiming
      the occurrence of a Force Majeure Event shall provide the other Party with
      the
      steps of fulfilling the obligations of this Agreement. 

    


    (b) The
      Party
      affected by such a
      Force Majeure Event shall
      be
      free from any obligation under this Agreement so long as the Party affected
      by
      such a
      Force Majeure Event has
      made
      reasonable endeavors to perform the Agreement and request the exemption from
      the
      other Party. Upon termination of the Force Majeure Event, the Parties agree
      to
      use reasonable best efforts to complete the transactions contemplated by this
      Agreement.

    


    ARTICLE
      XIII

    


    DISPUTE
      SETTLEMENT

    


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

    


    (b)
      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 within sixty (60)
      days
      of notice thereof, each Party may submit such matter to the China International
      Economic and Trade Arbitration Committee for arbitration. 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
      XIV

    


    NOTICES

    


    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 shall be the time when such
      notice actually reaches the addressee. Where such notice is transmitted by
      telex
      or facsimile, the notice time shall be 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 date of notice shall be the next business
      day. The delivery place shall be the address first written above of each Party
      hereto or any other address provided to the other Parties in writing from time
      to time. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XV

    


    APPENDIX

    


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

    


    ARTICLE
      XVI

    


    EFFECTIVENESS

    


    (a) This
      Agreement and any amendments, supplements and modifications shall be in writing
      and come into effect upon execution by the Parties hereto.

    


    (b) 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. 

    


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

     

    
      	 	
              Party
                A: Trans
                Pacific Shipping Ltd..

            
	 	 	 
	
              (seal)

            	/s/
              Cao Lei
	
            	Legal
              Representative
	 	
              Date:

            	November
              14, 2007
	 	 	 
	 	                          
              
	 	
              Party
                B-1: CAO Lei

            
	 	 	 
	 	/s/
              Cao Lei
	 	
              CAO
                Lei

            
	 	
              Date:

            	November
              14, 2007
	 	 	 
	 	 	 
	 	
              Party
                B-2: ZHANG Mingwei

            
	 	 	 
	 	/s/ Zhang
              Mingwei
	 	
              ZHANG
                Mingwei

            
	 	
              Date:

            	November
              14,
              2007


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    APPENDIX

    


    
      	
              1.

            	
              The
                register of the shareholders of Sino-Global


            


    

    


    
      	
              2.

            	
              The
                Contribution Certificate of
                Sino-Global

            


    

    


    
      	3.	
              The
                Exclusive Technical Consulting and Service
                Agreement.

            


    

    


    
      
        
        

      

      
        9