EXCLUSIVE
      EQUITY INTEREST PURCHASE AGREEMENT

    


    This
      Exclusive Equity Interest Purchase Agreement (the
      “Agreement”)
      is
      entered into by and among the following parties effective as of November 14,
      2007.

    


    
      	
              Party
                A: 

            	
              Sino-Global
                Shipping America, Ltd., a
                limited liability company duly established and validly existing under
                the
                laws of the Commonwealth of Virginia, with its registered address
                at 36-09
                Main Street, Suite 9C-2, Flushing, New York, 11354,
                USA.

            


    

    


    
      	Party
              B-1:	
              CAO
                Lei, a
                citizen of the People’s Republic of China (the “PRC”).

            


    

    ID
      No. 110101196402032035

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

    


    
      	Party
              B-2:	
              ZHANG
                Mingwei,
                a citizen of the PRC.

            


    

    ID
      No. 120106195311010016

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

    


    
      	Party
              C:	
              Sino-Global
                Shipping Agency Ltd.,
                a limited liability company duly established and valid existing under
                the
                PRC laws, with its registered address at Building 9 Rm.1208,
                Wangjingbeilu, Chaoyang District,
                Beijing.

            


    

    


    WHEREAS,
      Party B-1 and Party B-2 collectively hold a 100% equity interest in Party C
      (collectively, the “Equity
      Interest”);

    


    WHEREAS,
      Party C and Trans
      Pacific Shipping Ltd., a
      foreign invested company wholly-owned by Party A (“WFOE”),
      have entered into exclusive consulting, service and other
      agreements.

    


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

    


    ARTICLE
      I

    


    TRANSFER
      OF EQUITY INTEREST

    


    
      
        (a)
          Grant
          of Purchase Right

      

    

    


    Each
      of
Party
      B-1
      and
Party
      B-2
      hereby
      irrevocably grants Party A the exclusive right to purchase or designate one
      or
      more persons (the “Specified
      Person”)
      to
      purchase all or any portion of the Equity Interest from Party
      B-1
      and
Party
      B-2,
      subject
      to compliance with legal restriction under applicable PRC laws (the “Purchase
      Right”).
      Neither Party
      B-1
      nor
Party
      B-2
      shall
      sell all or any portion of the Equity Interest to any party other than Party
      A
      and/or the Specified Person. Party
      C
      hereby
      acknowledges that Party
      B-1
      and
Party
      B-2
      may
      grant the Purchase Right to Party A. As used in this Agreement, the term
“person”
      refers
      to an individual, corporation, joint enterprise, partnership, enterprise, trust
      or non-corporation organization. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        (b)
          Steps
          for Exercise of the Purchase Right

      

    

    


    Compliance
      with PRC laws and regulations are conditions precedent to exercise of the
      Purchase Right by Party A. To the extent Party A wishes to exercise the Purchase
      Right, it shall issue a written notice (the “Purchase
      Notice”)
      to
Party
      B-1
      and
Party
      B-2,
      which
      such Purchase Notice shall state: (A) that Party A intends to exercise the
      Purchase Right; (B) the percentage of the equity interest to be purchased
      therewith; and (C) the effective date or transfer date. 

    


    (c) Consideration
      of the Equity Interest

    


    The
      transfer fee (“Transfer
      Fee”)
      payable
      by Party A shall be negotiated by and between Party A, Party
      B-1
      and
Party
      B-2
      through
      negotiation according to the evaluation of the equity interest by a qualified
      investment banking firm, and such amount shall be the lowest price allowable
      by
      PRC law and regulations. 

    


    (d) Transfer
      of the Equity Interest

    


    Each
      time
      Party A exercises the Purchase Right: 

    


    (i) Party
      B-1
      and
Party
      B-2
      shall
      ensure that (A) Party
      C
      timely
      convenes a shareholders’ meeting and (B) the shareholders of Party
      C
      shall
      pass resolutions providing that Party
      B-1
      and
Party
      B-2
      may
      transfer the Equity Interest to Party A or the Specified Person.

    


    (ii) Each
      of
Party
      B-1
      and
Party
      B-2
      shall
      enter into equity transfer contract relating to the Equity Interest pursuant
      to
      this Agreement and the Purchase Notice (an “Equity
      Transfer Contract”).
      

    


    (iii) The
      Parties shall execute all other necessary agreements or documents, obtain all
      necessary government approvals and consents, and take all necessary actions
      to
      (A) legally transfer the ownership of the Equity Interest to Party A or the
      Specified Person and (B) ensure that Party A or the Specified Person will be
      the
      registered owner of the Equity Interest. The Equity Interest shall be free
      from
      any security interest. For the purpose of this Agreement, the term “security
      interest”
      shall
      include any guarantee, mortgage, third party right or interest, purchase right,
      preemption right, offset right, ownership withholding right or other security
      arrangement. A security interest shall not include any security interest
      incurred pursuant to this Agreement or the Equity Interest Pledge Agreement.
      The
      term “Equity
      Interest Pledge Agreement”
      shall
      refer to the agreement entered into by and between Party
      B-1,
      Party
      B-2
      and
WFOE
      effective as of November 14, 2007. Pursuant
      to the Equity Interest
      Pledge
      Agreement, Party
      B-1
      and
Party
      B-2
      pledged
      the Equity Interest to WFOE
      as
      security payment of fees pursuant to the Exclusive Technical Consulting and
      Service Agreement which is entered into by and between Party
      C
      and
WFOE
      effective as of November 14, 2007 (the “Service
      Agreement”).
      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e) Payment
      for the Equity Interest

    


    Party
      A
      shall pay the Transfer Fee to Party
      B-1
      and
Party
      B-2
      in
      accordance with the provision of Article 1(c). 

    


    ARTICLE
      II

    


    COVENANTS
      RELATING TO THE EQUITY INTEREST

    


    
      
        (a)
          Covenants
          of Party C

      

    

    


    (i) Without
      the written consent of Party A or WFOE,
      Party C
      will not supplement, amend or modify any provisions of the constitutional
      documents of Party
      C,
      and
      will not increase or reduce its registered capital or change to equity structure
      in any way.

    


    (ii) Party
      C
      shall
      remain in good standing, and prudently and efficiently operate its business
      and
      corporate affairs in accordance with commercial standards and
      practice.

    


    (iii) Without
      the prior written consent of Party A or WFOE,
      Party
      C
      shall
      not sell, transfer, mortgage or dispose of any of its assets, business or
      beneficial rights, or allow the creation of any security interest upon its
      assets.

    


    (iv) Without
      the prior written consent of Party A or WFOE,
      Party
      C
      shall
      not incur or guaranty any debt, or permit the existence of any debt, other
      than
      (A) debt that is incurred during the course of normal business operations
      (excluding business loans) and (B) debt that has been previously disclosed
      to
      Party A and to which Party A has provided prior written consent.

    


    (v) Party
      C
      shall
      operate in the normal course of business and maintain the value of its assets,
      shall not take any action which adversely influences its business operations
      or
      the value of its assets. 

    


    (vi) Without
      the prior written consent of Party A or WFOE,
      Party
      C
      shall
      not enter into any material agreement except in the normal course of business.
      (For the purpose of this subsection, an agreement representing an amount in
      excess of RMB100,000 shall be deemed as a material agreement).

    


    (vii) Without
      the prior written consent of Party A or WFOE,
      Party
      C
      shall
      not provide any loans or credit to any third party. 

    


    (viii) At
      the
      request of Party A, Party
      C
      shall
      provide Party A with any and all materials relating to the business operation
      and financial status of Party
      C.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ix) Party
      C
      shall
      purchase business insurance from an insurance company acceptable to Party A
      and
      shall maintain such insurance. The amount and kind of such insurance shall
      be
      similar to insurance carried by other companies which operate similar businesses
      and possess similar assets. 

    


    (x) Without
      the prior written consent of Party A or WFOE,
      Party
      C
      shall
      not merge with, make an investment in, combine with or purchase the equity
      or
      substantially all the assets of any other entity. 

    


    (xi) Party
      C
      shall
      inform Party A of actual or threatened litigation, arbitration, or
      administrative procedures relating to the assets, business and beneficial rights
      of Party
      C.

    


    (xii) Party
      C
      shall
      execute all necessary or proper documents, take all necessary or proper actions,
      substitute all necessary or proper claims, and make all necessary or proper
      answer to all compensation claims.

    


    (xiii) Without
      the prior written consent of Party A, Party
      C
      shall
      not grant any dividend to its shareholders.

    


    (b) Covenants
      of Party B-1 and Party B-2

    


    (i) Without
      the prior written consent of Party A or WFOE,
      neither
Party
      B-1
      nor
Party
      B-2
      shall
      sell, transfer, mortgage or dispose of any rights or interest relating to the
      Equity Interest, or allow any creation of other security interest on the Equity
      Interest (excluding the security interest under this Agreement and the Equity
      Interest Pledge Agreement).

     

    (ii) Without
      the prior written consent of Party A or WFOE,
      each of
Party
      B-1
      and
Party
      B-2
      shall
      use his best efforts to prevent the shareholders of Party
      C
      from
      adopting resolutions relating to the sale, transfer, mortgage, disposal of
      any
      rights or interests relating to the Equity Interest, or allowing any creation
      of
      other security interest on the Equity Interest (excluding the security interest
      under this Agreement and the Equity Interest Pledge Agreement).

    


    (iii) Without
      the prior written consent from Party A or WFOE,
      each of
Party
      B-1
      and
Party
      B-2
      shall
      use his best efforts to prevent the other shareholders of Party
      C,
      if any,
      from approving resolutions relating to (A) Party
      C’s
      merger
      with, combination with or purchase of any person or (B) Party
      C’s
      investment in any person. 

    


    (iv) Each
      of
Party
      B-1
      and
Party
      B-2
      shall
      inform Party A of any actual or threatened litigation, arbitration, or
      administrative procedure.

    


    (v) Each
      of
Party
      B-1
      and
Party
      B-2
      shall
      take all reasonable efforts to ensure that the other shareholders of
Party
      C,
      if any,
      approve the transfer of the Equity Interest as set out in this
      Agreement.

    


    (vi) In
      order
      to keep the ownership of the Equity Interest, each of Party
      B-1
      and
Party
      B-2
      shall
      execute all necessary or proper documents, take all necessary or proper actions,
      substitute all necessary or proper claims, and make all necessary or proper
      responses to all compensation claims.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vii) Upon
      the
      request of Party A from time to time, each of Party
      B-1
      and
Party
      B-2
      shall
      immediately transfer the Equity Interest to Party A or the Specified Person
      pursuant to the terms of this Agreement. 

    


    (viii) Each
      of
Party
      B-1
      and
Party
      B-2
      shall
      strictly comply with this Agreement and any other agreements which may be
      entered into by and among Party
      B-1,
      Party
      B-2,
      Party
      C,
      Party A
      and WFOE
      collectively or separately, and shall perform his obligations under this
      Agreement, and shall not make any actions which shall affect the validity and
      enforceability of this Agreement. 

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES

    


    (a) Each
      of
      Party B-1, Party B-2 and Party C, severally and not jointly, make the following
      representations on the date of this Agreement and the date of each of Equity
      Transfer Contract:

     

    (i) Such
      party has the power to enter into and deliver this Agreement and/or the Equity
      Transfer Contract which will be executed by it for each transfer of the Equity
      Interest, and such Party has the power and capacity to perform its obligations
      under this Agreement and/or the Equity Transfer Contract. Upon the execution
      of
      this Agreement and/or the Equity Transfer Contract, such documents shall
      constitute valid and legally binding documents and may be enforceable in
      accordance therewith. 

     

    (ii) Neither
      the execution and delivery of this Agreement or any Equity Transfer Contract,
      nor performance of the obligations under this Agreement or any Equity Transfer
      Contract will: (A) violate applicable law; (B) conflict with such Party’s
      Articles of Association or other organizational documents; (C) breach any
      contract or document which such Party is a party or which is binding upon such
      Party; (D) violate any acquired permit, approval or any valid qualification;
      or
      (E) result in the termination or revocation or additional conditions to the
      acquired permit or approval. 

     

    (iii) Party
      C
      has no outstanding debt except for (A) debts, which were incurred in the normal
      business operations; and (B) debt that has been previously disclosed to Party
      A
      and to which Party A has provided written consent.

     

    (iv) Party
      C
      is in compliance with all applicable laws and regulations. 

     

    (v) There
      is
      no actual, pending or potential litigation, arbitration, or administrative
      procedures relating to the Equity Interest, the assets of Party C or any other
      matters of Party C.

     

    (b) Each
      of
      Party B-1 and Party B-2, severally and not jointly, make the following
      representation on the dates of this Agreement and on the date of each Equity
      Transfer Contract:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Each
      of
      Party B-1 and Party B-2 maintains full and transferable ownership on all of
      its
      assets and facilities. Except for the pledge incurred by this Agreement and
      the
      pledge of the Equity Interest incurred by the Equity Interests Pledge Agreement,
      there is no other pledge and/or mortgage on the Equity Interest.

     

    ARTICLE
      IV

    


    EFFECTIVE
      DATE

    


    (a) 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. 

     

    (b) 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 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.

    


    ARTICLE
      V

    


    GOVERNING
      LAW AND DISPUTE SETTLEMENT

    


    
      
        (a)
          Governing
          Law

      

    

    


    This
      Agreement shall be governed by and interpreted according to the laws of the
      PRC.

    


    
      
        (b)
          Dispute
          Settlement 

      

    

    


    The
      Parties shall negotiate in good faith to settle any dispute relating to the
      interpretation or implementation of this Agreement. To the extent such dispute
      cannot be settled within thirty (30) days from the first date a Party issues
      written notice requesting settlement of dispute through negotiation, each Party
      may submit the dispute to the China International Economic and Trade Arbitration
      Committee for arbitration according to the requisite arbitration rules. The
      arbitration shall be held in Beijing. The
      arbitration proceedings shall be conducted in Chinese. The
      arbitration award is final and binding on each party. 

     

    


    ARTICLE
      VI

    


    TAX
      AND EXPENSES

    


    Each
      Party shall bear any and all of its own tax, costs and expenses relating to
      preparing for and executing this Agreement and each Equity Transfer Contract.
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VII

    


    NOTICE

    


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

    


    
      	
              Party
                A: 

            	
              Sino-Global
                Shipping America, Ltd.

            


    

    
      	 	
              36-09
                Main Street, Suite 9C-2, Flushing, New York, 11354,
                USA.

            


    

    


    
      	Party
              B-1:	
              CAO
                Lei

            


    

    Room
      5-A-602, Fangchengyuanyiqu, Fengtai District, Beijing.

    


    
      	Party
              B-2:	
              ZHANG
                Mingwei

            


    

    Room
      21-304,707 Suo, Third Avenue, Dingzigu, Hongqiao District, Tianjin.

    


    
      	Party
              C:	
              Sino-Global
                Shipping Agency Ltd.

            


    

    Building
      9 Rm.1208, Wangjingbeilu, Chaoyang District, Beijing.

    


    ARTICLE
      VIII

    


    CONFIDENTIALITY

    


    The
      Parties acknowledge and confirm that any oral or written information relating
      to
      this Agreement communicated among the Parties shall be deemed to be confidential
      information (“Confidential
      Information”).
      The
      Parties shall keep such Confidential Information confidential and shall not
      disclose it to any third party without written consent from the other Party.
      The
      provisions of this Section 8 shall not apply in the following situations: (a)
      such information is publicly available or will become publicly available (it
      is
      not disclosed by the Party receiving such Confidential Information); (b) such
      information is disclosed in accordance with applicable laws or regulations;
      or
      (c) a Party discloses Confidential Information to its attorney or financial
      advisor so long as such attorney or legal advisor needs to access such
      information and agrees to keep such information confidential. The disclosure
      by
      an employee or agent of a Party shall be deemed to be disclosed by the Party
      itself, and the Party shall undertake liability therefor. The Parties agree
      that
      the provisions of this Article shall survive notwithstanding the termination
      of
      this Agreement.

    


    ARTICLE
      IX

    


    FURTHER
      ASSURANCE

    


    The
      Parties agree that they will execute any and all necessary documents required
      for the purpose of performing or objective of this Agreement. The Parties will
      take all necessary actions for the purpose of performing or objective of this
      Agreement or take actions which are benefit for the purpose of this Agreement.
      


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

    


    MISCELLANEOUS

    


    (a) Amendment
      and supplementation

     

    Any
      revision to, amendment of or supplement to this Agreement must be in writing
      and
      be executed by each Party hereto. 

     

    (b) Compliance
      with laws and regulations

     

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

     

    (c) Entire
      agreement

     

    Unless
      it
      is otherwise revised, amended or supplemented, this Agreement and its appendices
      constitute the entire agreement among the Parties as to the subject matter,
      and
      supersede any prior oral or written negotiations, statements or agreement among
      the parties relating thereto.

     

    
      
        (d)
          Headings

      

    

     

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

     

    (e) Language

     

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

     

    (f) Severability

     

    If
      any of
      the terms of this Agreement is declared invalid, illegal or unenforceable in
      accordance with any applicable laws or regulations, the validity and
      enforceability of the other terms hereof shall nevertheless remain unaffected.
      The Parties hereto agree to negotiate to restructure such invalid, illegal
      or
      unenforceable terms so as to maintain economic impact. 

     

    (g) Successor

     

    This
      Agreement shall bind the permitted transferee or successor of each Party and
      shall be interpreted for its benefit. 

     

    (h) Continue
      to be effective

     

    (i) Any
      duties occurred in relation to the Agreement prior to termination or expiration
      shall continue to be effective after expiration or termination of the Agreement.
      

     

    (ii) The
      provisions of Articles 5, 7, 8 and 10(h) shall survive the termination of this
      Agreement.

     

    (i) Waiver

     

    Each
      Party may waive the terms and conditions under this Agreement in writing. Such
      waiver must be duly signed. Any waiver relating to the breach of the other
      Party
      in certain circumstance shall not be deemed as that a waiver for the similar
      breach as in other circumstances. 

     

    [Remainder
      of Page Left Intentionally Blank - Signature Page
      Follows]


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement on the date first above
      written.

    


    
      	 	
              Party
                A: Sino-Global
                Shipping America, 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
	 	 	 
	 	 	 
	 	Party
              Cw: Sino-Global Shipping Agency Ltd.
	 	 	 
	 	 	 
	
              (seal)

            	/s/
              Cao Lei
	 	
              Legal
                Representative

            
	 	
              Date:

            	November
              14,
              2007


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Appendix

    


    Announcement
      Letter

    


    Sino-Global
      Shipping Agency Ltd. (“Sino-Global”)
      is a limited liability company established on June 6, 2001. I, as the
      shareholder of Sino-Global,
      hold 96.74% equity interest of Sino-Global.
      I, together with the other shareholder, ZHANG Mingwei, hold 100% equity interest
      of Sino-Global.
      I hereby irrevocably waive any pre-emptive right I may have upon the other
      3.26%
      equity interest held by ZHANG Mingwei, and will not encumber the transfer of
      the
      equity interest you proposed. 

    


    This
      Announcement Letter is effective from the date of signature. 

     

    
      	 	/s/
              Cao Lei
	 	
              CAO
                Lei

            


    

    


    Effective
      Date: November
      14, 2007

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Announcement
      Letter

    


    Sino-Global
      Shipping Agency Ltd. (“Sino-Global”)
      is a limited liability company established on June 6, 2001. I, as the
      shareholder of Sino-Global,
      hold 3.26% equity interest of Sino-Global.
      I, together with the other shareholder, CAO Lei, hold 100% equity interest
      of
Sino-Global.
      I hereby irrevocably waive any pre-emptive right I may have upon the other
      96.74% equity interest held by CAO Lei, and will not encumber the transfer
      of
      the equity interest you proposed. 

    


    This
      Announcement Letter is effective from the date of signature. 

     

    
      	 	/s/
              Zhang Mingwei
	 	
              ZHANG
                Mingwei

            


    

    


    Effective
      Date: November 14, 2007

     

    
      
        
        

      

      
        11