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    INVESTORS’
      RIGHTS AGREEMENT

    


    This
      Investors’ Rights Agreement (the “Agreement”)
      is
      made as of January 11, 2007, by and among Allied Moral Holdings, Limited, a
      British Virgin Islands company (the “Company”),
      Clear
      Honest International Limited, a British Virgin Islands company (the
“Shareholder”),
      the
      Purchasers set forth on Schedule 1 of the Securities Purchase Agreement (each
      a
“Purchaser”
and
      collectively the “Purchasers”)
      and
      Chardan Capital, LLC (“Chardan
      Capital”)
      (each
      a “Party” and together “Parties”). Terms
      not otherwise defined herein shall have the meaning assigned to them in the
      Securities Purchase Agreement by and between the Company, the Shareholder and
      Purchasers dated even date herewith (“Securities
      Purchase Agreement”).

     

    RECITALS

     

    WHEREAS,
      at the
      closing of the Securities Purchase Agreement (the “Purchase
      Agreement”)
      to
      which this Agreement is annexed (the “Closing”),
      the
      Company proposes to issue, and the Purchasers are planning to purchase, a total
      of up to 2,666,667 shares of Series A Preferred Stock of the
      Company.

     

    WHEREAS,
      the
      Company and each Purchaser desire to provide for certain registration and
      investment rights for the holders of Registrable Securities (as defined below),
      as contained herein.

     

    WHEREAS,
      to
      satisfy a condition of each Purchaser’s acquisition of the Company’s Series A
      Preferred Stock, the Shareholder is willing to enter into a “lock-up”
arrangement with respect to all common shares of the Company owned by it or
      its
      affiliates.

     

    WHEREAS,
      the
      Parties have agreed in the Purchase Agreement to allow KHD Humboldt Wedag
      International, Ltd. or its subsidiaries and affiliates to purchase up to an
      additional 1,333,333 shares of the Company’s Series A Preferred Stock on the
      terms set forth in the Purchase Agreement, provided they do so on or prior
      to
      February 16, 2007. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants and agreements set forth
      herein, the Company, the Shareholder and each Purchaser hereby agree as
      follows:

     

    AGREEMENT

     

    
      	 	
              1.

            	
              Registration
                Rights.

            


    

     

    
      	 	
              1.1

            	
              Definitions.
                For purposes of this
                Section 1:

            


    

     

    (a) “Effectiveness
      Date”
      means,
      with respect to the 60th calendar day following the date on which the Company
      files the Registration Statement; provided, however, in the event the Company
      or
      its legal counsel is notified, orally or in writing, by the Securities and
      Exchange Commission (“SEC”) that the Registration Statement will not be reviewed
      or is no longer subject to further review and comments, the Effectiveness Date
      as to such Registration Statement shall be the third Trading Day following
      the
      date on which the Company is so notified if such date precedes the date required
      above. Registration.
      The
      terms “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing the Registration Statement
      in
      compliance with the United States Securities Act of 1933, as amended (the
“Securities
      Act”),
      and
      the declaration or ordering of effectiveness of such registration statement.
      

     

    
      
        
        

      

      
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    (b) “Form
      F-3”
means
      such form under the Securities Act as is in effect on the date hereof or any
      successor registration form under the Securities Act subsequently adopted by
      the
      SEC (as defined below) which permits inclusion or incorporation of substantial
      information by reference to other documents filed by the Company with the
      SEC.

     

    (c) Holder.
      For
      purposes of this Section 1 and Section 2 hereof, the term
“Holder”
or
      “Holders”
means
      any person or persons, such as each Purchaser, owning of record Registrable
      Securities that have not been sold to the public or pursuant to Rule 144
      promulgated under the Securities Act or any assignee of record of such
      Registrable Securities to whom rights under this Section 1 have been duly
      assigned in accordance with this Agreement; provided,
      however,
      that
      for purposes of this Agreement, a record holder of the Securities convertible
      into such Registrable Securities shall be deemed to be the Holder of such
      Registrable Securities; and provided,
      further,
      that
      Holders of Registrable Securities will not be required to convert their
      Securities into Common Stock in order to exercise the registration rights
      granted hereunder. 

     

    (d) “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    (e) “Registrable Securities”
means:
      (i) any and all shares of the Company’s common stock (“Common
      Stock”)
      issued
      or issuable upon the conversion of the Company’s Series A Preferred Stock (the
“Securities”),
      (ii) any shares of Common Stock issued as (or issuable upon the conversion
      or exercise of any warrant, right or other security which is issued as) a
      dividend or other distribution with respect to, in exchange for or in
      replacement of, all such shares of Common Stock described in clause (i),
      and (iii) any shares of Common Stock issued or issuable pursuant to Section
      1.2(b) below.

     

    (f) “Registrable
      Securities Then Outstanding”
shall
      mean the number of shares of Common Stock which are Registrable Securities
      and
      (i) are then issued and outstanding or (ii) are then issuable pursuant
      to the exercise or conversion of then outstanding and then exercisable options,
      warrants or convertible securities. 

     

    (g) “SEC”
means
      the United States Securities and Exchange Commission.

     

    
      
        
        

      

      
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    (h) “Trading
      Day”
means
      any day on which the New York Stock Exchange is open for trading. 

     

    Capitalized
      terms used in this Agreement that are not otherwise defined shall have the
      meaning given them in the Securities Purchase Agreement (the “Purchase
      Agreement”)
      among
      the Company, the Shareholder and each Purchaser of even date herewith, pursuant
      to which the Company issued and each Purchaser acquired the Series A Preferred
      Stock.

     

    
      	 	
              1.2

            	
              Registration.

            


    

     

    (a) Filing;
      Effectiveness.
      The
      Company shall file the Registration Statement on Form F-3 (except if the Company
      is ineligible to register for resale the Registrable Securities on Form F-3,
      in
      which case such registration shall be on another appropriate form in accordance
      herewith) under the Securities Act covering the registration of 125% of the
       Registrable Securities not later than the earlier of (i) 90 days following
      the closing of the Reverse Transaction and (ii) the six month anniversary of
      the
      closing of the transactions (“Financing”) contemplated by the Purchase Agreement
      (such date shall be referred to as “Filing Date”). The Registration Statement
      shall contain the “Plan of Distribution” set forth as Exhibit
      A.
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event prior to the
      Effectiveness Date, and shall use its best efforts to keep such Registration
      Statement continuously effective under the Securities Act until all Registrable
      Securities covered by such Registration Statement have been sold in any manner
      or may be sold without volume restrictions pursuant to Rule 144(k) promulgated
      under the Securities Act as determined by the counsel to the Company pursuant
      to
      a written opinion letter to such effect, addressed and acceptable to the
      Company’s transfer agent and the affected Holders (the “Effectiveness
      Period”).
      

     

    (b) Non-Registration.
      The
      parties agree that the Holders will suffer damages if the Registrable Securities
      are not registered in a timely manner or remain registered after such
      Registration Statement has become effective. Therefore, if: (i) the Registration
      Statement is not filed on or prior to its Filing Date (if the Company files
      the
      Registration Statement without affording the Holders the opportunity to review
      and comment on the same as required below, the Company shall not be deemed
      to
      have satisfied this clause (i)), or (ii) the Company fails to file with the
      SEC
      a request for acceleration in accordance with Rule 461 promulgated under the
      Securities Act, within three Trading Days of the date that the Company (or
      its
      legal counsel) is notified (orally or in writing, whichever is earlier) by
      the
      SEC that the Registration Statement will not be “reviewed,” or not subject to
      further review, or (iii) the Registration Statement filed or required to be
      filed hereunder is not declared effective by the SEC by its Effectiveness Date,
      (iv) after the Effectiveness Date, the Registration Statement ceases for any
      reason to remain continuously effective as to all Registrable Securities for
      which it is required to be effective, or the Holders are not permitted to
      utilize the Prospectus therein to resell such Registrable Securities for 15
      consecutive calendar days but no more than an aggregate of 25 calendar days
      during any 12-month period (which need not be consecutive Trading Days), or
      (v)
      the Company fails to file an amendment to the Registration Statement that
      materially addresses SEC comments to the Registration Statement contained in
      a
      letter within ten Trading Days of receipt of such letter (any such failure
      or
      breach being referred to as an “Event”,
      and
      for purposes of clause (i), (iii) the date on which such Event occurs, or for
      purposes of clause (ii) the date on which such five Trading Day period is
      exceeded, or for purposes of clause (iv) the date on which such 15 or 25
      calendar day period, as applicable, is exceeded being referred to as
“Event
      Date”),
      then
      in addition to any other rights the Holders may have hereunder or under
      applicable law, on each such Event Date and on each monthly anniversary of
      each
      such Event Date (if the applicable Event shall not have been cured by such
      date)
      until the applicable Event is cured, the Company shall pay to each Holder an
      amount in cash, as partial liquidated damages and not as a penalty, equal to
      2%
      of the aggregate purchase price paid by such Holder for any Registrable
      Securities (“Purchase Price”) then held by such Holder, but no more than 48% of
      such Purchase Price in the aggregate. Such Holder may accept the liquidated
      damages in shares of Series A Preferred Stock (if such Series A Preferred Stock
      has already been converted, shares of the equivalent number of shares of Company
      common stock) valued at the Purchase Price in lieu of cash upon written notice
      to the Company. If the Company fails to pay any partial liquidated damages
      pursuant to this Section in full within seven days after the date payable,
      the
      Company will pay interest thereon at a rate of 18% per annum (or such lesser
      maximum amount that is permitted to be paid by applicable law) to the Holder,
      accruing daily from the date such partial liquidated damages are due until
      such
      amounts, plus all such interest thereon, are paid in full. The partial
      liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
      basis for any portion of a month prior to the cure of an Event.

     

    
      
        
        

      

      
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    (c) Underwriting.
      If the
      Holders intend to distribute the Registrable Securities following their
      registration by means of an underwriting, they shall notify the Company of
      their
      intention to do so within the later of (i) sixty (60) days from the date of
      this
      Agreement or (ii) thirty (30) days from the date of a Reverse Transaction.
      All
      Holders proposing to distribute their securities through such underwriting
      shall
      enter into an underwriting agreement in customary form with the managing
      underwriter or underwriters selected for such underwriting by the Holders (and
      shall be reasonably acceptable to the Company). Notwithstanding any other
      provision of this Section 1.2, if the underwriter(s) advise(s) the Company
      in writing that marketing factors require a limitation of the number of
      securities to be underwritten then the Company shall so advise all Holders
      of
      Registrable Securities which would otherwise be registered and underwritten
      pursuant hereto, and the number of Registrable Securities that may be included
      in the underwriting shall be reduced as required by the underwriter(s) and
      allocated among the Holders of Registrable Securities on a pro rata basis
      according to the number of Registrable Securities Then Outstanding held by
      each
      Holder requesting registration (including the Holders proposing to distribute
      such Registrable Securities); provided, however, that the number of shares
      of
      Registrable Securities to be included in such underwriting and registration
      shall not be reduced unless all other securities of the Company are first
      entirely excluded from the underwriting and registration. Any Registrable
      Securities excluded and withdrawn from such underwriting shall be withdrawn
      from
      the registration.

     

    (d) Expenses.
      All
      expenses incurred in connection with a registration pursuant to this
      Section 1.2, including without limitation all registration and
      qualification fees, printers’ and accounting fees, fees and disbursements of
      counsel for the Company and the reasonable fees and disbursements of one counsel
      for the selling Holder or Holders, (but excluding underwriters’ discounts and
      commissions), shall be borne by the Company. Each Holder participating in a
      registration pursuant to this Section 1.2 shall bear such Holder’s
      proportionate share (based on the total number of shares sold in such
      registration other than for the account of the Company) of all discounts,
      commissions or other amounts payable to underwriters or brokers in connection
      with such offering. 

     

    
      
        
        

      

      
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    1.3 Obligations
      of the Company.
      Whenever required to effect the registration of any Registrable Securities
      under
      this Agreement, the Company shall, as expeditiously as reasonably
      possible:

     

    (a) Not
      less
      than two Trading Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto (including any
      document that would be incorporated or deemed to be incorporated therein by
      reference), the Company shall, (i) furnish to each Holder copies of all such
      documents proposed to be filed, which documents (other than those incorporated
      or deemed to be incorporated by reference) will be subject to the review of
      such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that, the Company
      is
      notified of such objection in writing no later than one Trading Day after the
      Holders have been so furnished copies of such documents. Each Holder agrees
      to
      furnish to the Company a completed Questionnaire in the form attached to this
      Agreement as Exhibit B (a “Selling
      Shareholder Questionnaire”)
      not
      less than two Trading Days prior to the Filing Date or by the end of the second
      Trading Day following the date on which such Holder receives draft materials
      in
      accordance with this Section. Copies of any of the aforementioned documents
      may
      be delivered to the investors via e-mail.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and as so supplemented or amended to be filed pursuant to Rule
      424
      promulgated under the Securities Act; (iii) respond as promptly as reasonably
      possible to any comments received from the Commission with respect to a
      Registration Statement or any amendment thereto and as promptly as reasonably
      possible provide the Holders true and complete copies of all correspondence
      from
      and to the Commission relating to a Registration Statement; and (iv) comply
      in
      all material respects with the provisions of the Securities Act and the Exchange
      Act with respect to the disposition of all Registrable Securities covered by
      a
      Registration Statement during the applicable period in accordance (subject
      to
      the terms of this Agreement) with the intended methods of disposition by the
      Holders thereof set forth in such Registration Statement as so amended or in
      such Prospectus as so supplemented.

     

    (c) If
      during
      the Effectiveness Period, the number of Registrable Securities at any time
      exceeds 75% of the number of shares of Common Stock then registered in a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable but in any case prior to the applicable Filing Date, an additional
      Registration Statement covering the resale by the Holders of not less than
      125%
      of the number of excess Registrable Securities.

     

    
      
        
        

      

      
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    (d) Notify
      the Holders of Registrable Securities to be sold (which notice shall, pursuant
      to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend
      the use of the Prospectus until the requisite changes have been made) as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      two Trading Days prior to such filing) and (if requested by any such Person
      in
      writing) confirm such notice in writing no later than one Trading Day following
      the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement (the Company shall provide true and complete copies
      thereof and all written responses thereto to each of the Holders); and (C)
      with
      respect to a Registration Statement or any post-effective amendment, when the
      same has become effective; (ii) of any request by the Commission or any other
      Federal or state governmental authority for amendments or supplements to a
      Registration Statement or Prospectus or for additional information; (iii) of
      the
      issuance by the Commission or any other federal or state governmental authority
      of any stop order suspending the effectiveness of a Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      Proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that requires
      any
      revisions to a Registration Statement, Prospectus or other documents so that,
      in
      the case of a Registration Statement or the Prospectus, as the case may be,
      it
      will not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading; and (vi) the occurrence or existence of any pending corporate
      development with respect to the Company that the Company believes may be
      material and that, in the determination of the Company, makes it not in the
      best
      interest of the Company to allow continued availability of the Registration
      Statement or Prospectus; provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided,
      further,
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information.

     

    (e) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of a Registration Statement, or
      (ii)
      any suspension of the qualification (or exemption from qualification) of any
      of
      the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.

     

    (f) Furnish
      to each Holder upon request, without charge, at least one conformed copy of
      each
      such Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission. The Company may be deemed to have furnished
      such
      document by sending the Holder, via electronic mail, a website link to such
      registration statement on www.sec.gov or any similar
      website.

     

    
      
        
        

      

      
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    (g) Furnish
      to the Holders such number of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by them that are included in
      such registration. Subject to the terms of this Agreement, the Company hereby
      consents to the use of such Prospectus and each amendment or supplement thereto
      by each of the selling Holders in connection with the offering and sale of
      the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto, except after the giving on any notice pursuant to Section
      1.3(d).

     

    (h) Use
      its
      best efforts to register and qualify the securities covered by such registration
      statement under such other securities or Blue Sky laws of such jurisdictions
      as
      shall be reasonably requested by the Holders, provided that the Company shall
      not be required in connection therewith or as a condition thereto to qualify
      to
      do business or to file a general consent to service of process in any such
      states or jurisdictions.

     

    (i) In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering (it being understood and agreed
      that, as a condition to the Company’s obligations under this clause (i),
      each Holder participating in such underwriting shall also enter into and perform
      its obligations under such an agreement).

     

    (j) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may
      request.

     

    (k) Upon
      the
      occurrence of any event contemplated by Section 1.3(d)(ii) through (vi), as
      promptly as reasonably possible under the circumstances taking into account
      the
      Company’s good faith assessment of any adverse consequences to the Company and
      its stockholders of the premature disclosure of such event, prepare a supplement
      or amendment, including a post-effective amendment, to a Registration Statement
      or a supplement to the related Prospectus or any document incorporated or deemed
      to be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the Company notifies the Holders in accordance with clauses
      (ii) through (v) of Section 1.3(d) above to suspend the use of any Prospectus
      until the requisite changes to such Prospectus have been made, then the Holders
      shall suspend use of such Prospectus. The Company will use its best efforts
      to
      ensure that the use of the Prospectus may be resumed as promptly as is
      practicable. The Company shall be entitled to exercise its right under this
      Section 1.3(k) to suspend the availability of a Registration Statement and
      Prospectus, subject to the payment of partial liquidated damages pursuant to
      Section 1.2(b), for a period not to exceed 15 consecutive calendar days but no
      more than an aggregate of 25 calendar days during any 12-month period (which
      need not be consecutive Trading Days).

     

    
      
        
        

      

      
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    (l) Comply
      with all applicable rules and regulations of the Commission.

     

    (m) Furnish,
      at the request of any Holder requesting registration of Registrable Securities,
      on the date that such Registrable Securities are delivered to the underwriters
      for sale, if such securities are being sold through underwriters, or, if such
      securities are not being sold through underwriters, on the date that the
      registration statement with respect to such securities becomes effective,
      (i) an opinion, dated as of such date, of the counsel representing the
      Company for the purposes of such registration, in form and substance as is
      customarily given to underwriters in an underwritten public offering and
      reasonably satisfactory to a majority in interest of the Holders requesting
      registration, addressed to the underwriters, if any, and to the Holders
      requesting registration of Registrable Securities and (ii) a “comfort”
letter dated as of such date, from the independent certified public accountants
      of the Company, in form and substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering
      and reasonably satisfactory to a majority in interest of the Holders requesting
      registration, addressed to the underwriters, if any, and to the Holders
      requesting registration of Registrable Securities.

     

    1.4 Furnish
      Information.
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to Section 1.2, hereof that the selling Holders shall
      furnish to the Company such information set forth in the Selling Shareholder
      Questionnaire set forth as Exhibit
      B.

     

    1.5 Delay
      of Registration.
      The
      Holders of a Majority of the Registrable Securities shall have the right to
      obtain or seek an injunction restraining or otherwise delaying any such
      registration as the result of any controversy that might arise with respect
      to
      the interpretation or implementation of this Section 1.

     

    1.6 Indemnification.
      In the
      event any Registrable Securities are included in the Registration Statement
      under Section 1.2, hereof:

     

    (a) By
      the
      Company.
      To the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners, officers, directors, agents and brokers, investment
      advisors and employees of each Holder, any underwriter (as defined in the
      Securities Act) for such Holder and each person, if any, who controls such
      Holder or underwriter within the meaning of the Securities Act or the Securities
      Exchange Act of 1934, as amended, (the “Exchange
      Act”)
      and
      the officers, directors, agents, investment advisors and employees of such
      persons, against any losses, claims, damages, or liabilities (joint or several)
      to which they may become subject under the Securities Act, the Exchange Act
      or
      other federal or state law, insofar as such losses, claims, damages, or
      liabilities (or actions in respect thereof) arising out of or are based upon
      any
      of the following statements, omissions or violations (collectively a
“Violation”):

     

    
      
        
        

      

      
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    (i) any
      untrue statement or alleged untrue statement of a material fact contained in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements
      thereto;

     

    (ii) the
      omission or alleged omission to state therein a material fact required to be
      stated therein, or necessary to make the statements therein not misleading;
      or

     

    (iii) any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any federal or state securities law or any rule or regulation
      promulgated under the Securities Act, the Exchange Act or any federal or state
      securities law in connection with the offering covered by such registration
      statement;

     

    and
      the
      Company will reimburse each such Holder, partner, officer or director,
      underwriter or controlling person for any legal or other expenses reasonably
      incurred by them, as incurred, in connection with investigating or defending
      any
      such loss, claim, damage, liability or action; provided,
      however,
      that
      the indemnity agreement contained in this subsection 1.6(a) shall not apply
      to amounts paid in settlement of any such loss, claim, damage, liability or
      action if such settlement is effected without the consent of the Company (which
      consent shall not be unreasonably withheld), nor shall the Company be liable
      in
      any such case for any such loss, claim, damage, liability or action to the
      extent that it arises out of or is based upon a Violation which occurs in
      reliance upon and in conformity with written information furnished expressly
      for
      use in connection with such registration by such Holder, partner, officer,
      director, underwriter or controlling person of such Holder. The Company shall
      notify the Holders promptly of the institution, threat or assertion of any
      Proceeding arising from or in connection with the transactions contemplated
      by
      this Agreement of which the Company is aware.

     

    (b) By
      Selling Holders.
      To the
      extent permitted by law, each selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers who have signed the
      registration statement, each person, if any, who controls the Company within
      the
      meaning of the Securities Act, any underwriter and any other Holder selling
      securities under such registration statement or any of such other Holder’s
      partners, directors or officers or any person who controls such Holder within
      the meaning of the Securities Act or the Exchange Act, against any losses,
      claims, damages or liabilities (joint or several) to which the Company or any
      such director, officer, controlling person, underwriter or other such Holder,
      partner or director, officer or controlling person of such other Holder may
      become subject under the Securities Act, the Exchange Act or other federal
      or
      state law, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereto) arise out of or are based upon any Violation, in each case
      to
      the extent (and only to the extent) that such Violation occurs in reliance
      upon
      and in conformity with written information furnished by such Holder under an
      instrument duly executed by such Holder and stated to be expressly for use
      in
      connection with such registration; and each such Holder will reimburse any
      legal
      or other expenses reasonably incurred by the Company or any such director,
      officer, controlling person, underwriter or other Holder, partner, officer,
      director or controlling person of such other Holder in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided,
      however,
      that
      the indemnity agreement contained in this subsection 1.6(b) shall not apply
      to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Holder, which consent
      shall not be unreasonably withheld; and provided further,
      that
      the total amounts payable in indemnity by a Holder under this Section 1.6(b)
      in
      respect of any Violation shall not exceed the net proceeds received by such
      Holder in the registered offering out of which such Violation
      arises.

     

    
      
        
        

      

      
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      Execution
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    (c) Notice.
      Promptly after receipt by an indemnified party under this Section 1.6 of
      notice of the commencement of any action (including any governmental action),
      such indemnified party will, if a claim in respect thereof is to be made against
      any indemnifying party under this Section 1.6, deliver to the indemnifying
      party a written notice of the commencement thereof and the indemnifying party
      shall have the right to participate in, and, to the extent the indemnifying
      party so desires, jointly with any other indemnifying party similarly noticed,
      to assume the defense thereof with counsel mutually satisfactory to the parties;
      provided,
      however,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      fees
      and expenses to be paid by the indemnifying party, if representation of such
      indemnified party by the counsel retained by the indemnifying party would be
      inappropriate due to actual or potential conflict of interests between such
      indemnified party and any other party represented by such counsel in such
      proceeding. The failure to deliver written notice to the indemnifying party
      within a reasonable time of the commencement of any such action, if prejudicial
      to its ability to defend such action, shall relieve such indemnifying party
      of
      any liability to the indemnified party under this Section 1.6.

     

    (d) Contribution.
      If the
      indemnification provided for in this Section 1.6 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      losses, claims, damages or liabilities referred to herein, the indemnifying
      party, in lieu of indemnifying such indemnified party thereunder, shall to
      the
      extent permitted by applicable law contribute to the amount paid or payable
      by
      such indemnified party as a result of such loss, claim, damage or liability
      in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party on the one hand and of the indemnified party on the other
      in
      connection with the Violation(s) that resulted in such loss, claim, damage
      or
      liability, as well as any other relevant equitable considerations. The relative
      fault of the indemnifying party and of the indemnified party shall be determined
      by a court of law by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission to state a material
      fact relates to information supplied by the indemnifying party or by the
      indemnified party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission;
      provided, that in no event shall any contribution by a Holder hereunder exceed
      the net proceeds from the offering received by such Holder.

     

    (e) Survival.
      The
      obligations of the Company and Holders under this Section 1.6 shall survive
      the completion of any offering of Registrable Securities in the Registration
      Statement, and otherwise.

     

    1.7 Lock-up
      Agreement.
      Shareholder and Chardan Capital hereby agree that each of Shareholder and
      Chardan shall not sell or otherwise transfer or dispose of or engage in any
      other transaction regarding any shares of stock of the Company then owned by
      each of Shareholder or Chardan (other than to their donees or partners who
      agree
      to be similarly bound) commencing on the date hereof and expiring on the date
      that is one hundred eighty (180) days following the effective date of the
      Registration Statement of the Company filed under the Securities Act as set
      forth in Section 1 (the "Lock-up"). In
      order
      to enforce the foregoing covenant, (i) the Company shall place restrictive
      legends on the certificates representing the shares subject to this
      Section 1.7 and to impose stop transfer instructions on the shares held by
      Shareholder and Chardan Capital (and the shares or securities of every other
      person subject to the foregoing restriction) until the end of such period and
      (ii)  if necessary, the Shareholder and Chardan Capital agree to execute
      the form of agreement requested by such Purchaser. 

     

    
      
        
        

      

      
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    1.8 Rule 144
      Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      SEC which may at any time permit the sale of the Registrable Securities to
      the
      public without registration, after such time as a public market exists for
      the
      Common Stock, the Company agrees to use its best efforts to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act, at all times after the effective date of
      the first registration under the Securities Act filed by the Company for an
      offering of its securities to the general public;

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements); and

     

    (c) as
      long
      as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
      upon request a written statement by the Company as to its compliance with the
      reporting requirements of said Rule 144, and of the Securities Act and the
      Exchange Act (at any time after it has become subject to the reporting
      requirements of the Exchange Act or that it has disclosed financial statements
      that otherwise comply with said Rule 144), a copy of the most recent annual
      or
      quarterly report of the Company and such other reports and documents of the
      Company as a Holder may reasonably request in availing itself of any rule or
      regulation of the SEC allowing a Holder to sell any such securities without
      registration (at any time after the Company has become subject to the reporting
      requirements of the Exchange Act). 

     

    1.9 Merger;
      S-4 Registration.
      In lieu
      of registering the Holders’ Registrable Securities as set forth in Section
      1.2(a) or consummating a Reverse Merger as contemplated in Section 6.6, the
      Company may consummate a merger (“Forward Merger”) with a corporation that is
      incorporated under the laws of a state of the U.S. and whose securities are
      publicly traded on the Over-the-Counter Bulletin Board or other exchange or
      quotation system acceptable to Holders (“Pubco”), with the Holders’ prior
      written consent. In connection with the Forward Merger, the Company shall be
      the
      surviving corporation with its common stock publicly traded on the same exchange
      or quotation system as Pubco (“Surviving Entity”). The Company shall cause
      Surviving Entity to file a registration statement on Form S-4 (“Form S-4”), or
      any equivalent successor form or any other applicable form, with the SEC
      registering all equity securities issued by the Surviving Entity, including
      the
      Registrable Securities, prior to the Filing Date. If the actions under Section
      1.9 have been or will be performed, the “Filing Date” for purposes of this
      Agreement, shall mean the 90th
      day
      following the closing of the Forward Merger. In addition, the Company shall
      cause such Form S-4 to become effective prior to the 90th
      day
      following the Filing Date (if the actions under Section 1.9 have been or will
      be
      performed, such date shall mean the “Effectiveness Date” for purposes of this
      Agreement). In addition, Section 1.2(b) shall apply to the Form S-4 registration
      process, except that Section 1.2(b)(iv) and (v) shall not trigger the liquidated
      damages. The Company’s obligations under Section 1.3 are hereby waived if such
      actions or omissions are not necessary in order for the Holders to resell their
      Surviving Entity securities. Shareholder shall enter into appropriate “lock-up”
agreements with the Surviving Entity restricting the transferability of the
      Surviving Entity common stock in a manner satisfactory to the
      Holders.

     

    
      
        
        

      

      
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    2. Amendment
      of Rights; New Investors.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and the Purchasers
      (and/or any of their permitted successors or assigns) holding a majority of
      Registrable Securities (“Majority of Purchasers”) and if Section 1.7 is being
      amended, then the Shareholder. Any amendment or waiver effected in accordance
      with this Section 2 shall be binding upon each Purchaser, each Holder, each
      permitted successor or assignee of such Purchaser or Holder and the
      Company.

     

    
      	 	
              3.

            	
              Information
                Rights.

            


    

     

    3.1 Financial
      Statements and Reports.
      As long
      as any Purchaser (together with any affiliates thereof) or a transferee
      permitted under Section 2 hereof holds  shares of Registrable
      Securities, upon the request of such Purchaser the Company shall deliver to
      such
      Purchaser:

     

    (a) As
      soon
      as practicable after the end of each fiscal year of the Company audited
      financial statements for such year, which year-end financial statements shall
      be
      in reasonable detail prepared in accordance with generally accepted accounting
      principles; and

     

    (b) As
      soon
      as practicable after the end of each quarter in each fiscal year of the Company
      a balance sheet and statement of income and a statement of cash flows of the
      Company for such period, prepared in accordance with generally accepted
      accounting principles, together with management’s discussion and analysis
      (“MD&A”) of the operating results of the Company for such period, such
      MD&A to be in a form and containing such information as would typically be
      included in an SEC Form 10-Q.

     

    3.2 Additional
      Information.
      As long
      as any Purchaser (together with any affiliates thereof) or a transferee
      permitted under Section 2 hereof holds shares of Registrable
      Securities, upon
      the
      request of such Purchaser the Company will deliver to Purchaser at least thirty
      (30) days prior to the beginning of each fiscal year, a budget for the next
      fiscal year and any other budgets or revised budgets prepared by the
      Company.

     

    3.3 Inspection
      Rights.
      As long
      as any Purchaser (together with any affiliates thereof) or a transferee
      permitted under Section 2 hereof holds shares of Registrable Securities,
      Purchaser shall have the right to visit and inspect any of the properties of
      the
      Company, including its corporate and financial records, and to discuss its
      affairs, finances and accounts with any officer of the Company during normal
      business hours and following reasonable notice, provided, however, that the
      Company shall not be required at any time to disclose any trade secrets or
      secret or other proprietary data, know-how or other information, the disclosure
      of which the Company believes may adversely affect its business, or any
      information or data that is classified as confidential by any governmental
      agency or authority.

     

    
      
        
        

      

      
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    3.4 Termination.
      The
      covenants set forth in this Section 3 shall terminate and be of no further
      force and effect after the effectiveness of the Company’s Registration
      Statement.

     

    
      	 	
              4.

            	
              Participation
                Right.

            


    

     

    4.1 Participation
      Right.
      If, at
      any time after the date of this Agreement and prior to the termination of this
      participation right pursuant to subsection 4.6, the Company should desire to
      issue in a transaction not registered under the Securities Act any Equity
      Securities (as hereinafter defined), it shall give each Purchaser the right
      to
      purchase such Purchaser’s pro rata share (or any part thereof) of all of such
      privately offered Equity Securities on the same terms as the Company is willing
      to sell such Equity Securities to any other person, for a period of thirty
      calendar days prior to or concurrently with the issuance of such Equity
      Securities. Such Purchaser’s pro rata share of the Equity Securities shall be
      equal to that percentage of the outstanding Common Stock of the Company held
      by
      Purchaser on the date of delivery of notice to such Purchaser, as set forth
      in
      Section 4.2 below, of the Company’s intention to sell and issue such Equity
      Securities. For purposes of this subsection 4.1, the outstanding Common Stock
      of
      the Company shall include (i) outstanding shares of Common Stock, and (ii)
      shares of Common Stock issuable upon conversion of any then outstanding
      Preferred Stock of the Company.

     

    4.2 Notice.
      Prior
      to the sale or issuance by the Company of any Equity Securities, the Company
      shall notify each Purchaser in writing of the sale and issuance of such
      securities, setting forth the terms of such sale. Within ten business (10)
      days
      after receipt of such notice, Purchaser shall notify the Company whether
      Purchaser desires to purchase Purchaser’s pro rata share, or any part thereof,
      of the Equity Securities so offered.

     

    4.3 Closing
      of Investor Purchases.
      If any
      Purchaser gives the Company notice that such Purchaser desires to purchase
      any
      of the Equity Securities offered by the Company, payment for the Equity
      Securities shall be by check or wire transfer, against delivery of the Equity
      Securities at the executive offices of the Company within twenty days after
      giving the Company such notice. The Company shall take all such action as may
      be
      required by any regulatory authority in connection with the exercise by such
      Purchaser of the right to purchase Equity Securities as set forth in this
      Section 4.

     

    4.4 Exempted
      Issuances.
      The
      participation right contained in this Section 4 shall not apply to the issuance
      by the Company of Equity Securities (i) upon conversion of the Preferred Stock;
      (ii) of up to 1,566,666 shares of Common Stock to officers, directors or
      employees of, or consultants to, the Company pursuant to a warrant, stock grant,
      option agreement or plan, purchase plan or other employee stock incentive
      program or agreement approved by the Board of Directors; (iii) in connection
      with the acquisition by the Company of another business entity or majority
      ownership thereof approved by the Board of Directors; (iv) to leasing companies,
      real estate lessors, banks or financial institutions, in connection with any
      lease or debt financing transaction approved unanimously by the Board of
      Directors; (v) in connection with any stock split, stock dividend, distribution,
      recapitalization or similar event; (vi) in connection with a strategic
      investment and/or acquisition of technology or intellectual property not
      principally for equity financing purposes approved by the Board of Directors;
      (vii) in connection with an initial public offering of the Company’s securities
      in which the offering price of the Company’s common stock is at least $6.43 per
      share and the gross proceeds to be raised in such offering are at least
      US$34,000,000 (less the total of all private sales of securities by the Company
      prior to the Initial Public Offering (as defined herein) commencing with the
      sale of securities pursuant to the Purchase Agreement in the amount of
      $10,000,000), prior to underwriters’ discounts, commissions and expenses
      (“Initial Public Offering”); (viii) pursuant to the Purchase Agreement; (ix) to
      KHD Humboldt Wedag International, Ltd. or its subsidiaries and affiliates to
      purchase up to an additional 1,333,333 shares of the Company’s Series A
      Preferred Stock on the terms set forth in the Purchase Agreement, provided
      they
      do so on or prior to February 16, 2007; or (x) by way of a dividend or other
      distribution on Equity Securities described in the foregoing clauses (i) through
      (ix).

     

    
      
        
        

      

      
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    4.5 Equity
      Securities Defined.
      The
      term “Equity Securities” shall mean (i) Common Stock and rights, options or
      warrants to purchase Common Stock, (ii) any security other than Common Stock
      having voting rights in the election of the Board of Directors, not contingent
      upon a failure to pay dividends, (iii) any security convertible into or
      exchangeable for any of the foregoing, and (iv) any agreement or commitment
      to
      issue any of the foregoing.

     

    4.6 Termination.
      The
      participation right set forth in this Section 4 shall terminate and be of
      no further force and effect after the first anniversary of the earlier of the
      closing of the Company’s
      Initial Public Offering, the effectiveness of the Registration Statement or
      the
      closing of the Reverse Transaction.

     

    
      	 	
              5.

            	
              Delivery
                of Unlegended
                Shares.

            


    

     

    5.1 Within
      five (5) business days (such fifth (5th) business day, the “Unlegended Shares
      Delivery Date”) after the business day on which the Company has received (i) a
      notice that Registrable Securities have been sold either pursuant to the
      Registration Statement or Rule 144 under the Securities Act, (ii) a
      representation that the prospectus delivery requirements, or the requirements
      of
      Rule 144, as applicable, have been satisfied, and (iii) the original share
      certificates representing the shares of Common Stock that have been sold, and
      (iv) in the case of sales under Rule 144, customary representation letters
      of
      the Holder and/or Holder’s broker regarding compliance with the requirements of
      Rule 144 and Company is reasonably satisfied that the requirements of Rule
      144
      have been satisfied, the Company at its expense, (y) shall deliver, and shall
      cause legal counsel selected by the Company to deliver, to its transfer agent
      (with copies to Holder) an appropriate instruction and opinion of such counsel,
      directing the delivery of shares of Common Stock without any legends, issuable
      pursuant to any effective and current Registration Statement described in
      Section 1 of this Agreement or pursuant to Rule 144 under the 1933 Act (the
      “Unlegended Shares”); and (z) cause the transmission of the certificates
      representing the Unlegended Shares together with a legended certificate
      representing the balance of the unsold shares of Common Stock, if any, to the
      Holder at the address specified in the notice of sale, via express courier,
      by
      electronic transfer or otherwise on or before the Unlegended Shares Delivery
      Date. Transfer fees shall be the responsibility of the Holder.

     

    
      
        
        

      

      
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    5.2 In
      lieu
      of delivering physical certificates representing the Unlegended Shares, if
      the
      Company’s transfer agent is participating in the Depository Trust Company
      (“DTC”) Fast Automated Securities Transfer program, upon request of a Holder, so
      long as the certificates therefor do not bear a legend and the Holder is not
      obligated to return such certificate for the placement of a legend thereon,
      the
      Company shall cause its transfer agent to electronically transmit the Unlegended
      Shares by crediting the account of Holder’s prime Broker with DTC through its
      Deposit Withdrawal Agent Commission system. Such delivery must be made on or
      before the Unlegended Shares Delivery Date.

     

    5.3 The
      Company understands that a delay in the delivery of the Unlegended Shares
      pursuant to Section 5 hereof beyond the Unlegended Shares Delivery Date could
      result in economic loss to a Holder. As compensation to a Holder for such loss,
      the Company agrees to pay late payment fees (as liquidated damages and not
      as a
      penalty) to the Holder for late delivery of Unlegended Shares in the amount
      of
      $75 per business day after the Delivery Date for each $10,000 of purchase price
      of the Unlegended Shares subject to the delivery default. If during any 360
      day
      period, the Company fails to deliver Unlegended Shares as required by this
      Section 5 for an aggregate of 30 days, then each Holder or assignee holding
      Company securities subject to such default may, at its option, require the
      Company to purchase all or any portion of the Shares subject to such default
      at
      a price per share equal to 130% of the purchase price of such Common Stock.
      The
      Company shall pay any payments incurred under this Section in immediately
      available funds upon demand. 

     

    5.4 In
      addition to any other rights available to a Holder, if the Company fails to
      deliver to a Holder Unlegended Shares as required pursuant to this Agreement,
      within three calendar days after the Unlegended Shares Delivery Date and the
      Holder purchases (in an open market transaction or otherwise) shares of common
      stock to deliver in satisfaction of a sale by such Holder of the shares of
      Common Stock which the Holder anticipated receiving from the Company (a
      "Buy-In"), then the Company shall pay in cash to the Holder (in addition to
      any
      remedies available to or elected by the Holder) the amount by which (A) the
      Holder's total purchase price (including brokerage commissions, if any) for
      the
      shares of common stock so purchased exceeds (B) the aggregate purchase price
      of
      the shares of Common Stock delivered to the Company for reissuance as Unlegended
      Shares, together with interest thereon at a rate of 15% per annum, accruing
      until such amount and any accrued interest thereon is paid in full (which amount
      shall be paid as liquidated damages and not as a penalty). For example, if
      a
      Holder purchases shares of Common Stock having a total purchase price of $11,000
      to cover a Buy-In with respect to $10,000 of purchase price of shares of Common
      Stock delivered to the Company for reissuance as Unlegended Shares, the Company
      shall be required to pay the Holder $11,000, plus interest. The Holder shall
      provide the Company written notice indicating the amounts payable to the Holder
      in respect of the Buy-In.

     

    In
      the
      event a Holder shall request delivery of Unlegended Shares as described in
      Section 5.1, the Company may not refuse to deliver Unlegended Shares based
      on
      any claim that such Holder or any one associated or affiliated with such Holder
      has been engaged in any violation of law, or for any other reason, unless,
      an
      injunction or temporary restraining order from a court, on notice, restraining
      and or enjoining delivery of such Unlegended Share shall have been sought and
      obtained and the Company has posted a surety bond for the benefit of such Holder
      in the amount of 130% of the amount of the aggregate purchase price of the
      Common Stock which are subject to the injunction or temporary restraining order,
      which bond shall remain in effect until the completion of arbitration/litigation
      of the dispute and the proceeds of which shall be payable to such Holder to
      the
      extent Holder obtains judgment in Holder’s favor.

     

    
      
        
        

      

      
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              6.

            	
              General
                Provisions.

            


    

     

    6.1 Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed effectively given (i) upon actual delivery to the
      party to be notified, (ii) 24 hours after confirmed facsimile or e-mail
      transmission, or (iii) two business days after deposit with a recognized
      overnight courier, addressed:

     

    (i)
      If to
      Purchaser:

    


    The
      address set forth on Schedule 1 of the Purchase Agreement

     

    (ii)
      if
      to the Shareholder, to the address set forth below:

     

    Clear
      Honest International Ltd.

    Intelig
      Digital Park, Hongmian Road

    Futian
      Free Trade Zone

    Shenzhen,
      PR China 518038

    Fax:
      (___)    

     

    (iii) if
      to the Company, to the address set forth below:

     

    Allied
      Moral Holdings Ltd.

    Intelig
      Digital Park, Hongmian Road

    Futian
      Free Trade Zone

    Shenzhen,
      PR China 518038

    Fax:
      (86-755-25331366)

     

    (iv)
      if to Chardan Capital

     

    Chardan
      Capital, LLC

    625
      Broadway, Ste 1111

    San
      Diego, CA 92101

    Fax:
      (619)
      795-
      9639

     

    Any
      party
      hereto (and such party’s permitted assigns) may by notice so given change its
      address for future notices hereunder. Notice shall be deemed conclusively given
      when personally delivered or when deposited in the mail in the manner set forth
      above.

     

    6.2 Entire
      Agreement.
      This
      Agreement, together with all the exhibits hereto, constitutes and contains
      the
      entire agreement and understanding of the parties with respect to the subject
      matter hereof and supersedes any and all prior negotiations, correspondence,
      agreements, understandings, duties or obligations between the parties respecting
      the subject matter hereof.

     

    
      
        
        

      

      
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    6.3 Governing
      Law.
      This
      Agreement shall be deemed to have been executed and delivered in New York and
      both this Agreement and the transactions contemplated hereby shall be governed
      as to validity, interpretation, construction, effect, and in all other respects
      by the laws of the State of New York pursuant to Section 5-1401 of the New
      York
      General Obligations Law, without regard to the conflicts of laws principals
      thereof (other than The New York General Obligations Law). Each Party agrees
      that any legal suit, action or proceeding arising out of or relating to this
      Agreement and/or the transactions contemplated hereby shall be instituted
      exclusively in the Hong Kong International Arbitration Center (“HKIAC”).


     

    6.4 Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, then such provision(s) shall be excluded from this Agreement
      and
      the balance of this Agreement shall be interpreted as if such provision(s)
      were
      so excluded and shall be enforceable in accordance with its terms.

     

    6.5 Third
      Parties.
      Nothing
      in this Agreement, express or implied, is intended to confer upon any person,
      other than the parties hereto and their successors and assigns, any rights
      or
      remedies under or by reason of this Agreement.

     

    6.6 Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of, and shall be binding
      upon, the successors and permitted assigns of the parties hereto. Upon the
      closing of a Reverse Transaction (as defined in the Purchase Agreement), the
      Company shall cause the Shell to execute and deliver an agreement substantially
      similar to this Agreement binding the Shell, each Purchaser and Shareholder.
      

     

    6.7 Captions.
      The
      captions to sections of this Agreement have been inserted for identification
      and
      reference purposes only and shall not be used to construe or interpret this
      Agreement.

     

    6.8 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page were an original
      thereof

     

    6.9 Costs
      and Attorneys’ Fees.
      In the
      event that any action, suit or other proceeding is instituted concerning or
      arising out of this Agreement or any transaction contemplated hereunder, the
      prevailing party shall recover all of such party’s costs and attorneys’ fees
      incurred in each such action, suit or other proceeding, including any and all
      appeals or petitions therefrom.

     

    6.10 Adjustments
      for Stock Splits and Certain Other Changes.
      Wherever in this Agreement there is a reference to a specific number of shares
      of Common Stock or Preferred Stock of the Company of any class or series, then,
      upon the occurrence of any subdivision, combination or stock dividend of such
      class or series of stock, the specific number of shares so referenced in
      this Agreement shall automatically be proportionally adjusted to reflect the
      affect on the outstanding shares of such class or series of stock by such
      subdivision, combination or stock dividend.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

      Execution
        Copy

       

    

    6.11 Intentionally
      left blank.

     

    6.12 Tax
      Reporting.
      Notwithstanding anything herein to the contrary, any party to this Agreement
      (and any employee, representative, or other agent of any party to this
      Agreement) may disclose to any and all persons, without limitation of any kind,
      the tax treatment and tax structure of the transactions contemplated by this
      Agreement and all materials of any kind (including opinions or other tax
      analyses) that are provided to it relating to such tax treatment and tax
      structure; provided however, that such disclosure may not be made to the extent
      of restrictions on disclosure which are reasonably necessary to comply with
      any
      applicable federal or state securities laws. For the purposes of the foregoing
      sentence, (i) the “tax treatment” of a transaction means the purported or
      claimed federal income tax treatment of the transaction, and (ii) the “tax
      structure” of a transaction means any fact that may be relevant to understanding
      the purported or claimed federal income tax treatment of the transaction. Thus,
      for the avoidance of doubt, the parties acknowledge and agree that the tax
      treatment and tax structure of any transaction does not include the name of
      any
      party to a transaction or any sensitive business information unless such
      information may be related or relevant to the purported or claimed federal
      income tax treatment of the transaction.

     

    6.13 Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    6.14 No
      Piggyback on Registrations.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in the
      Registration Statement other than the Registrable Securities. The Company shall
      not file any other registration statements until at least ninety (90) days
      after
      the initial Registration Statement required hereunder is declared effective
      by
      the Commission, provided that this Section 6.14 shall not prohibit the Company
      from filing amendments to registration statements already filed.

     

    6.15 Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Securities
      Act of any of its equity securities, other than on Form S-4 or Form S-8 (each
      as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued solely in connection with any acquisition of
      any
      entity or business or equity securities issuable in connection with the stock
      option or other employee benefit or consultant plans, then the Company shall
      send to each Holder a written notice of such determination and, if within
      fifteen days after the date of such notice, any such Holder shall so request
      in
      writing, the Company shall include in such registration statement all or any
      part of such Registrable Securities such holder requests to be registered;
      provided, that, the Company shall not be required to register any Registrable
      Securities pursuant to this Section 6.15 that are eligible for resale pursuant
      to Rule 144 (provided that all Registrable Securities may be resold immediately
      without volume restrictions) or Rule 144(k) promulgated under the Securities
      Act
      or that are the subject of a then effective Registration Statement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      Execution
        Copy

       

    

    6.16 No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof. Except as set forth on
Schedule
      6.16,
      neither
      the Company nor any of its subsidiaries has previously entered into any
      agreement granting any registration rights with respect to any of its securities
      to any Person.

     

    [signature
      page follows]

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Execution
      Copy


    IN
      WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights
      Agreement as of the date and year first above written.

    

      
        	
                ALLIED
                  MORAL HOLDINGS, LIMITED

              
	 	 
	
                By:

              	 

	 	 

	 	
                Chief
                  Executive Officer and President

              
	 	 
	
                SHAREHOLDER

              
	 
	
                CLEAR
                  HONEST INTERNATIONAL LIMITED

              
	 	 
	 	 
	 	 
	
                By:

              	 

	 	 

	 	
                Chief
                  Executive Officer and President

              
	 	 
	
                CHARDAN
                  CAPITAL, LLC

              
	 	 
	 	 
	
                By:

              	
                 

              
	
                Name:

              	
                Richard
                  D. Propper, MD

              
	
                Its:

              	
                President

              
	 	 
	
                PURCHASER

              
	 	 
	
                CHARDAN
                  CHINA INVESTMENTS, LLC

              
	 	 
	 	 
	
                By:
                  

              	
                Chardan
                  China Management, LLC

              
	
                Its:
                  

              	
                Manager

              
	 	 
	
                By:

              	
                 
                  

              
	
                Name:

              	
                Daniel
                  P. Beharry

              
	
                Its:

              	
                Secretary

              


      

      
        	 	 
	
                Address:

              	
                625
                  Broadway, Ste. 1111

              
	 	
                San
                  Diego, CA 92101

              
	
                Phone:

              	
                619
                  795-4627

              
	
                Fax:

              	
                619
                  795-9369

              


      

    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Execution
      Copy


    Exhibit
      A

    


    Plan
      of
      Distribution

    


    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of
      Allied Moral Holdings Limited, a British Virgin Islands company (the
“Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on the Trading Market
      or
      any other stock exchange, market or trading facility on which the shares are
      traded or in private transactions. These sales may be at fixed or negotiated
      prices. A Selling Stockholder may use any one or more of the following methods
      when selling shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the date of this prospectus;
                

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                or

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. Each
      Selling Stockholder does not expect these commissions and discounts relating
      to
      its sales of shares to exceed what is customary in the types of transactions
      involved.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      Execution
        Copy

       

    

    In
      connection with the sale of the Common Stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the Common
      Stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the Common Stock short and deliver these
      securities to close out their short positions, or loan or pledge the Common
      Stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock.

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(e) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      Execution
        Copy

       

    

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the Common Stock for a period of two business
      days prior to the commencement of the distribution. In addition, the Selling
      Stockholders will be subject to applicable provisions of the Exchange Act and
      the rules and regulations thereunder, including Regulation M, which may limit
      the timing of purchases and sales of shares of the Common Stock by the Selling
      Stockholders or any other person. We will make copies of this prospectus
      available to the Selling Stockholders and have informed them of the need to
      deliver a copy of this prospectus to each purchaser at or prior to the time
      of
      the sale.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Execution
      Copy

     

    Exhibit
      B

     

    ALLIED
      MORAL HOLDINGS, LTD.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common Stock”) or
      Series A Preferred Stock, of ALLIED MORAL HOLDINGS, LTD., a British Virgin
      Islands company (the “Company”), (the “Registrable Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”) a registration statement on
      Form F-3 or other alternate form if Form F-3 is unavailable (the
“Registration Statement”) for the registration and resale under Rule 415
      of the Securities Act of 1933, as amended (the “Securities Act”), of the
      Registrable Securities, in accordance with the terms of the Investors’ Rights
      Agreement, dated as of January ___, 2007 (the “Registration Rights
      Agreement”), among the Company and the Purchasers named therein. A copy of
      the Investors’ Rights Agreement is available from the Company upon request at
      the address set forth below. All capitalized terms not otherwise defined herein
      shall have the meanings ascribed thereto in the Investors’ Rights
      Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Execution
      Copy


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

    

      QUESTIONNAIRE

       

      1. Name.

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

      
        	 
	 


      

      


      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held:

              


      

       

      
        	 
	 


      

      


      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly, alone or with others, has power to vote
                  or dispose
                  of the securities covered by the
                  questionnaire):

              


      

       

      
        	 
	 


      

    

     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 


    

    
      	
              Telephone:

            	 
              


    

    
      	
              Fax: 

            	 
              


    

    
      	
              Contact
                Person: 

            	 
              


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    Execution
      Copy


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes o  
No
o

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
o  
No
o

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
o  
No
o

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    Execution
      Copy


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

    

      
        	
                Dated:

              	  	 	
                Beneficial Owner:

              	 
	 	 	 	 	 	 


      

      
        	 	 	 	
                By:
                  

              	 
	 	 	 	 	
                Name:

              	 
	 	 	 	 	
                Title:

              	 


      

    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Allied
      Moral Holdings Ltd.

    Intelig
      Digital Park, Hongmian Road

    Futian
      Free Trade Zone

    Shenzhen,
      PR China 518038

    Attn:
      President

    Fax:
      (86-755-25331366)

     

    
      
        
        

      

      
        27