PROXY
      AGREEMENT

     

    This
      Proxy Agreement (the “Agreement”)
      is
      entered into effective as of November 14, 2007 between the following parties
      in
      Beijing, People’s Republic of China (the “PRC”).
      

     

    Party
      A-1: CAO Lei

    


    Party
      A-2: ZHANG Mingwei

    


    Party
      B: Sino-Global Shipping America, Ltd., a
      corporation duly established and valid existing under the laws of the
      Commonwealth of Virginia.

    


    Party
      C: Sino-Global
      Shipping Agency Ltd.,
      a limited liability company duly established and valid existing in Beijing
      under
      the laws of the PRC.

     

    WHEREAS,
      Party
      A-1
      and Party A-2 are the current legal shareholders of Party C and collectively
      hold a 100% interest in Party C;

    


    WHEREAS,
      Party
      C
      and Trans Pacific Shipping Ltd., a foreign invested company wholly-owned by
      Party
      B,
      have entered into an Exclusive Management Consulting and Technical Service
      Agreement and other agreements. In order to perform the above agreements, Party
      A-1 and Party
      A-2
      are
      willing
      to entrust the person designated by Party B (the “Proxy”)
      with
      their shareholder’s rights in Party C under PRC laws.

     

    NOW
      THEREFORE,
      the
      parties agree as follows: 

    


    Party
      A-1
      and Party A-2 hereby agree to irrevocably entrust the Proxy with all of their
      shareholder’s rights in Party C, including, but not limited to, the right to
      attend shareholders’ meetings, the right to execute shareholders’ resolutions,
      the right to sell, assign, transfer or pledge all or any of Party A-1’s or Party
      A-2’s equity interests in Party C, and the right to vote such equity interests
      for all matters including, but not limited to, the appointment of legal
      representatives, board members, executive directors, inspectors, chief managers
      and other senior management officers.

    


    Party
      B
      agrees to designate the Proxy, and the Proxy shall represent Party A-1 and
      Party
      A-2 in all matters relating to the exercise of their shareholder’s rights
      pursuant to this Agreement.

    


    Party
      A-1, Party A-2 and Party B hereby acknowledge that if Party B withdraws the
      appointment of the Proxy, Party A-1 and Party A-2 will withdraw the
      authorization of the Proxy and shall authorize another person(s) designated
      by
      Party B to exercise the rights of Party A-1 and Party A-2 relating to their
      equity interests in Party C.

    


    This
      Agreement has been duly executed by each of the Parties and/or their authorized
      representatives as of the date first set forth above and shall be effective
      simultaneously.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement shall be executed and come into effect as of the date first set forth
      above. 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. 

    


    This
      Agreement may be extended prior to termination for one or more twenty-five
      (25)
      year terms upon written notice by Party B, provided such extension is permitted
      by law and subject to the approval of the registration administration for the
      extension of Party C’s business duration. The parties will cooperate to renew
      this Agreement if such renewal is legally permitted at the time.

    


    Any
      amendment and/or rescission of this Agreement shall be in writing and executed
      upon all of the Parties hereto.

     

    
      	 	
              Party
                A-1: CAO Lei

            
	 	 	 
	 	/s/
              Cao Lei
	 	
              CAO
                Lei

            
	 	
              Date:

            	November
              14, 2007
	 	 	 
	 	
              Party
                A-2: ZHANG Mingwei

            
	 	 	 
	 	/s/
              Zhang Mingwei
	 	
              ZHANG
                Mingwei

            
	 	
              Date:

            	November
              14, 2007
	 	 	 
	 	
              Party
                B: Sino-Global
                Shipping America, Ltd.

            
	 	 	 
	
              (seal)

            	/s/
              Cao Lei
	 	
              Legal
                Representative

            
	 	
              Date:

            	November
              14, 2007
	 	 	 
	 	
              Party
                C: Sino-Global Shipping Agency Ltd.

            
	 	 	 
	
              (seal)

            	/s/
              Cao Lei
	 	
              Legal
                Representative

            
	 	
              Date:

            	November
              14,
              2007


    

     

    
      
        
        

      

      
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