Exhibit
      10.8

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of the [      ]
      day of
      February [______] 2008, by and among China Resources Ltd., a Delaware
      corporation (the “Company”),
      and
      the undersigned parties listed under Investors on the signature page hereto
      (each, an “Investor”
and
      collectively, the “Investors”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company; and

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of (i) shares of
      Common Stock held by Investors; (ii) Warrants; and (iii) shares of Common Stock
      underlying Warrants held by Investors.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1. DEFINITIONS. 
      The following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Form
      S-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Investor”
is
      defined in the preamble to this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    “Majority
      in interest”
      of
      Registrable Securities means a majority of the shares of Common Stock and shares
      of Common Stock underlying the Warrants included in the Registrable
      Securities.

     

    “Maximum
      Number of Shares”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Register,”
      “registered”
and
      “registration”
mean
      a
      registration with respect to the Registrable Securities effected by preparing
      and filing a registration statement or similar document in compliance with
      the
      requirements of the Securities Act, and the applicable rules and regulations
      promulgated thereunder, and such registration statement becoming
      effective.

     

    “Registrable
      Securities”
mean
      all of (i) the shares of Common Stock owned or held by Investors as reflected
      on
      the signature page hereto; (ii) the Warrants; and (iii) the shares of Common
      Stock issuable upon exercise of the Warrants.  Registrable Securities
      include any warrants, shares of capital stock or other securities of the Company
      issued or issuable as a dividend or other distribution with respect to or in
      exchange for or in replacement of such Registrable Securities.  As to any
      particular Registrable Securities, such securities shall cease to be Registrable
      Securities when:  (a) a Registration Statement with respect to the
      sale of such securities shall have become effective under the Securities Act
      and
      such securities shall have been sold, transferred, disposed of or exchanged
      in
      accordance with such Registration Statement; (b) such securities shall have
      been transferred pursuant to Rule 144 of the Securities Act (but not Rule 144A),
      new certificates for them not bearing a legend restricting further transfer
      shall have been delivered by the Company and subsequent public distribution
      of
      them shall not require registration under the Securities Act; (c) such
      securities may be sold by the Investor without restriction, or (d) such
      securities shall have ceased to be outstanding.

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or any successor forms, or any registration
      statement covering only securities proposed to be issued in exchange for
      securities or assets of another entity).

     

    “Release
      Date”
means
      the date on which the securities held by the Investors are disbursed from escrow
      pursuant to Section 3 of that certain Securities Escrow Agreement, dated as
      of  February[_______], 2008, by and among the parties hereto and American
      Stock Transfer & Trust Company.

     

    “Representative”
      means
      Maxim Group LLC.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    “Warrants”
means
      the 2,600,000 Warrants purchased by the certain of the Investors at $1.00 per
      warrant ($2,600,000 in the aggregate).

     

    2. REGISTRATION
      RIGHTS.

     

    2.1 Demand
      Registration.

     

    2.1.1 Request
      for Registration. 
      At any time and from time to time on or after the Release Date, the holders
      of a
      majority-in-interest of the Registrable Securities held by the Investors or
      the
      transferees of the Investors, may make a written demand for registration under
      the Securities Act of all or part of their Registrable Securities (a
“Demand
      Registration”). 
      Any Demand Registration shall specify the number and type of Registrable
      Securities proposed to be sold and the intended method(s) of distribution
      thereof.  The Company will notify all holders of Registrable Securities of
      the demand, and each holder of Registrable Securities who wishes to include
      all
      or a portion of such holder’s Registrable Securities in the Demand Registration
      (each such holder including Registrable Securities in such Demand Registration,
      a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company.  Upon any such request, the Demanding
      Holders shall be entitled to have their Registrable Securities included in
      the
      Demand Registration, subject to Section 2.1.4 and the provisos set forth in
      Section 3.1.1.  The Company shall not be obligated to effect more than
      an aggregate of two (2) Demand Registrations under this Section 2.1.1 in
      respect of Registrable Securities.

     

    2.1.2 Effective
      Registration. 
A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      with respect thereto;
      provided, however,
      that,
      if after such Registration Statement has been declared effective, the offering
      of Registrable Securities pursuant to a Demand Registration is interfered with
      by any stop order or injunction of the Commission or any other governmental
      agency or court, the Registration Statement with respect to such Demand
      Registration will be deemed not to have been declared effective, unless and
      until (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
      elect to continue to have their Registrable Securities included therein;
provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    2.1.3 Underwritten
      Offering. 
      If a majority-in-interest of the Demanding Holders so elect and such holders
      so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder of Registrable Securities to include its Registrable Securities
      in
      such registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein.  All Demanding Holders
      proposing to distribute their securities through such underwriting shall enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such underwriting by a majority-in-interest of the
      Demanding Holders initiating the Demand Registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1.4 Reduction
      of Offering. 
      If the managing Underwriter or Underwriters for a Demand Registration that
      is to
      be an underwritten offering advises the Company and the Demanding Holders in
      writing that the dollar amount or number of Registrable Securities which the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock or other Securities, if any, as to which registration has been
      requested pursuant to written contractual piggy-back registration rights held
      by
      other security holders of the Company who desire to sell, exceeds the maximum
      dollar amount or maximum number of securities that can be sold in such offering
      without adversely affecting the proposed offering price, the timing, the
      distribution method, or the probability of success of such offering (such
      maximum dollar amount or maximum number of securities, as applicable, the
“Maximum
      Number of Shares”),
      then
      the Company shall include in such registration:  (i) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (ii) second, the
      Registrable Securities as to which Demand Registration has been requested by
      the
      Demanding Holders (pro
      rata
      in
      accordance with the number of shares of Registrable Securities which such
      Demanding Holder has requested be included in such registration, regardless
      of
      the number of Registrable Securities held by each Demanding Holder) that can
      be
      sold without exceeding the Maximum Number of Shares; (iii) third, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (i) and (ii), the shares of Common Stock or other securities for the
      account of other persons that the Company is obligated to register pursuant
      to
      written contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that
      the
      Maximum Number of Shares has not been reached under the foregoing clauses (i),
      (ii), and (iii), the shares of Common Stock or other securities that other
      security holders desire to sell that can be sold without exceeding the Maximum
      Number of Shares.

     

    2.1.5 Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration.  In such event, the Company need not
      seek effectiveness of such Registration Statement for the benefit of other
      Investors. If the majority-in-interest of the Demanding Holders withdraws from
      a
      proposed offering relating to a Demand Registration, then such registration
      shall not count as a Demand Registration provided for in
      Section 2.1.1.

     

    2.2 Piggy-Back
      Registration.

     

    2.2.1 Piggy-Back
      Rights. 
      If at any time on or after the Release Date the Company proposes to file a
      Registration Statement under the Securities Act with respect to an offering
      of
      equity securities, or securities or other obligations exercisable or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for securityholders of the Company for their accounts (or by
      the
      Company and by security holders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      security holders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then
      the Company shall (x) give written notice of such proposed filing to the holders
      of Registrable Securities as soon as practicable but in no event less than
      ten
      (10) days before the anticipated filing date, which notice shall describe the
      amount and type of securities to be included in such offering, the intended
      method(s) of distribution, and the name of the proposed managing Underwriter
      or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”). 
      The Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration to be included
      on the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof.  All
      holders of Registrable Securities proposing to distribute their securities
      through a Piggy-Back Registration that involves an Underwriter or Underwriters
      shall enter into an underwriting agreement in customary form with the
      Underwriter or Underwriters selected for such Piggy-Back
      Registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2.2 Reduction
      of Offering. 
      If the managing Underwriter or Underwriters for a Piggy-Back Registration that
      is to be an underwritten offering advises the Company and the holders of
      Registrable Securities in writing that the dollar amount or number of shares
      of
      Common Stock or other securities which the Company desires to sell, taken
      together with shares of Common Stock or other securities, if any, as to which
      registration has been demanded pursuant to written contractual arrangements
      with
      persons other than the holders of Registrable Securities hereunder, the
      Registrable Securities as to which registration has been requested under this
      Section 2.2, and the shares of Common Stock or other securities, if any, as
      to which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other security holders of the Company, exceeds
      the Maximum Number of Shares, then the Company shall include in any such
      registration:

     

    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock and other securities, if any, including
      the Registrable Securities, as to which registration has been requested pursuant
      to written contractual piggy-back registration rights of security holders (pro
      rata in accordance with the number of shares of Common Stock and other
      securities which each such person has actually requested to be included in
      such
      registration, regardless of the number of shares of Common Stock and other
      securities with respect to which such persons have the right to request such
      inclusion) that can be sold without exceeding the Maximum Number of Shares;
      and

     

    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (A) first, the shares of Common Stock and other
      securities for the account of the demanding persons that can be sold without
      exceeding the Maximum Number of Shares; (B) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (A),
      the shares of Common Stock or other securities that the Company desires to
      sell
      that can be sold without exceeding the Maximum Number of Shares; and (C) third,
      to the extent that the Maximum Number of Shares has not been reached under
      the
      foregoing clauses (A) and (B), the Registrable Securities as to which
      registration has been requested under this Section 2.2 (pro
      rata in
      accordance with the number of shares of Registrable Securities held by each
      such
      holder); and (D) fourth, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clauses (A), (B) and (C), the
      shares of Common Stock or other securities, if any, as to which registration
      has
      been requested pursuant to written contractual piggy-back
      registration rights which other securityholders desire to sell that can be
      sold
      without exceeding the Maximum Number of Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2.3 Withdrawal. 
      Any holder of Registrable Securities may elect to withdraw such holder’s request
      for inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement.  The Company may also elect to
      withdraw a Registration Statement at any time prior to the effectiveness of
      the
      Registration Statement.  Notwithstanding any such withdrawal, the Company
      shall pay all expenses incurred by the holders of Registrable Securities in
      connection with such Piggy-Back Registration as provided in
      Section 3.3.

     

    2.3 Registrations
      on Form S-3. 
      The holders of Registrable Securities may at any time and from time to time
      after the Release Date, request in writing that the Company register the resale
      of any or all of such Registrable Securities on Form S-3 or any similar
      short-form registration which may be available at such time (“Form
      S-3”);
      provided,
      however, that
      the
      Company shall not be obligated to effect such request through an underwritten
      offering.  Upon receipt of such written request, the Company will promptly
      give written notice of the proposed registration to all other holders of
      Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder or holders joining in such
      request as are specified in a written request given within fifteen (15) days
      after receipt of such written notice from the Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.3: (i) if Form S-3 is not available for such offering; or
      (ii) if the holders of the Registrable Securities, together with the holders
      of
      any other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.3 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    2.4 No
      Net
      Cash Settlement Value.
      In
      connection with the exercise of the Warrants, the Company will not be obligated
      to deliver securities, and there are no contractual penalties for failure to
      deliver securities, if a registration statement is not effective at the time
      of
      exercise; however, the Company may satisfy its obligation by delivering
      unregistered shares of Common Stock.  In no event will be the Company be
      required to net cash settle an exercise of a Warrant.

     

    3. REGISTRATION
      PROCEDURES.

     

    3.1 Filings;
      Information. 
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.1 Filing
      Registration Statement. 
      The Company shall, as expeditiously as possible and in any event within sixty
      (60) days after receipt of a request for a Demand Registration pursuant to
      Section 2.1, prepare and file with the Commission a Registration Statement
      on any form for which the Company then qualifies or which counsel for the
      Company shall deem appropriate and which form shall be available for the sale
      of
      all Registrable Securities to be registered thereunder in accordance with the
      intended method(s) of distribution thereof, and shall use its best efforts
      to
      cause such Registration Statement to become and remain effective for the period
      required by Section 3.1.3; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      thirty (30) days, and
      any
      Piggy-Back Registration for such period as may be applicable to deferment of
      any
      demand registration to which such Piggy-Back Registration relates, in each
      case
      if the Company shall furnish to the holders a certificate signed by the Chief
      Executive Officer of the Company stating that, in the good faith judgment of
      the
      Board of Directors of the Company, it would be materially detrimental to the
      Company and its stockholders for such Registration Statement to be effected
      at
      such time; provided
      further, however,
      that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any 180-day period in respect
      of
      a Demand Registration hereunder.

     

    3.1.2 Copies. 
      The Company shall, prior to filing a Registration Statement or prospectus,
      or
      any amendment or supplement thereto, furnish without charge to the holders
      of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3 Amendments
      and Supplements. 
      The Company shall prepare and file with the Commission such amendments,
      including post-effective amendments, and supplements to such Registration
      Statement and the prospectus used in connection therewith as may be necessary
      to
      keep such Registration Statement effective and in compliance with the provisions
      of the Securities Act until all Registrable Securities and other securities
      covered by such Registration Statement have been disposed of in accordance
      with
      the intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    3.1.4 Notification. 
      After the filing of a Registration Statement, the Company shall promptly, and
      in
      no event more than two (2) business days after such filing, notify the holders
      of Registrable Securities included in such Registration Statement of such
      filing, and shall further notify such holders promptly and confirm such advice
      in writing in all events within two (2) business days of the occurrence of
      any
      of the following:  (i) when such Registration Statement becomes
      effective; (ii) when any post-effective amendment to such Registration
      Statement becomes effective; (iii) the issuance or threatened issuance by
      the Commission of any stop order (and the Company shall take all actions
      required to prevent the entry of such stop order or to remove it if entered);
      and (iv) any request by the Commission for any amendment or supplement to
      such Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an 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 not misleading, and promptly make available to the holders
      of
      Registrable Securities included in such Registration Statement any such
      supplement or amendment; except that before filing with the Commission a
      Registration Statement or
      prospectus or any amendment or supplement thereto, including documents
      incorporated by reference, the Company shall furnish to the holders of
      Registrable Securities included in such Registration Statement and to the legal
      counsel for any such holders, copies of all such documents proposed to be filed
      sufficiently in advance of filing to provide such holders and legal counsel
      with
      a reasonable opportunity to review such documents and comment thereon, and
      the
      Company shall not file any Registration Statement or prospectus or amendment
      or
      supplement thereto, including documents incorporated by reference, to which
      such
      holders or their legal counsel shall reasonably object.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.5 State
      Securities Laws Compliance. 
      The Company shall use its best efforts to (i) register or qualify the
      Registrable Securities covered by the Registration Statement under such
      securities or “blue sky” laws of such jurisdictions in the United States as the
      holders of Registrable Securities included in such Registration Statement (in
      light of their intended plan of distribution) may request, and (ii) take
      such action necessary to cause such Registrable Securities covered by the
      Registration Statement to be registered with or approved by such other
      Governmental Authorities as may be necessary by virtue of the business and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph (e) or subject itself to taxation in any such
      jurisdiction.

     

    3.1.6 Agreements
      for Disposition. 
      The Company shall enter into customary agreements (including, if applicable,
      an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities.  The representations, warranties and covenants of
      the Company in any underwriting agreement which are made to or for the benefit
      of any Underwriters, to the extent applicable, shall also be made to and for
      the
      benefit of the holders of Registrable Securities included in such registration
      statement.  No holder of Registrable Securities included in such
      registration statement shall be required to make any representations or
      warranties in the underwriting agreement except, if applicable, with respect
      to
      such holder’s organization, good standing, authority, title to Registrable
      Securities, lack of conflict of such sale with such holder’s material agreements
      and organizational documents, and with respect to written information relating
      to such holder that such holder has furnished in writing expressly for inclusion
      in such Registration Statement. Holders of Registrable Securities shall agree
      to
      such covenants and indemnification and contribution obligations for selling
      stockholders as are customarily contained in agreements of that type. Further,
      such holders shall cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      securities pursuant to Section 2 hereof. Each holder shall also furnish to
      the
      Company such information regarding itself, the Registrable Securities held
      by
      such holder and the intended method of disposition of such securities as shall
      be reasonably required to effect the registration of the Registrable
      Securities.

     

    3.1.7 Cooperation. 
      The principal executive officer of the Company, the principal financial officer
      of the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.8 Records. 
      The Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information reasonably requested by any of them in connection with
      such Registration Statement.

     

    3.1.9 Opinions
      and Comfort Letters. 
      The Company shall furnish to each holder of Registrable Securities included
      in
      any Registration Statement a signed counterpart, addressed to such holder,
      of
      (i) any opinion of counsel to the Company delivered to any Underwriter, and
      (ii) any comfort letter from the Company’s independent public accountants
      delivered to any Underwriter.  In the event no legal opinion is delivered
      to any Underwriter, the Company shall furnish to each holder of Registrable
      Securities included in such Registration Statement, at any time that such holder
      elects to use a prospectus, an opinion of counsel to the Company to the effect
      that the Registration Statement containing such prospectus has been declared
      effective and that no stop order is in effect.

     

    3.1.10 Earnings
      Statement. 
      The Company shall comply with all applicable rules and regulations of the
      Commission and the Securities Act, and make available to its stockholders,
      as
      soon as practicable, an earnings statement covering a period of twelve (12)
      months, beginning within three (3) months after the effective date of the
      registration statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11 Listing. 
      The Company shall use its best efforts to cause all Registrable Securities
      included in any registration to be listed on such exchanges or otherwise
      designated for trading in the same manner as similar securities issued by the
      Company are then listed or designated or, if no such similar securities are
      then
      listed or designated, in a manner satisfactory to the holders of a majority
      of
      the Registrable Securities included in such registration.

     

    3.2 Obligation
      to Suspend Distribution. 
      Upon receipt of any notice from the Company of the happening of any event of
      the
      kind described in Section 3.1.4(iv), or, in the case of a resale
      registration on Form S-3 pursuant to Section 2.3 hereof, upon any
      suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by
      Section 3.1.4(iv) or the restriction on the ability of “insiders” to
      transact in the Company’s securities is removed, as applicable, and, if so
      directed by the Company, each such holder will deliver to the Company all
      copies, other than permanent file copies then in such holder’s possession, of
      the most recent prospectus covering such Registrable Securities at the time
      of
      receipt of such notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 Registration
      Expenses. 
      The Company shall bear all costs and expenses incurred in connection with any
      Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
      pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
      to Section 2.3, and all expenses incurred in performing or complying with
      its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective or whether any or all holders of Registrable
      Securities withdraw from any Registration Statement, including, without
      limitation: (i) all registration and filing fees; (ii) fees and
      expenses of compliance with securities or “blue sky” laws (including fees and
      disbursements of counsel in connection with blue sky qualifications of the
      Registrable Securities); (iii) printing expenses; (iv) the Company’s
      internal expenses (including, without limitation, all salaries and expenses
      of
      its officers and employees); (v) the fees and expenses incurred in
      connection with the listing of the Registrable Securities as required by
      Section 3.1.11; (vi) National Association of Securities Dealers, Inc.
      fees; (vii) fees and disbursements of counsel for the Company and fees and
      expenses for independent certified public accountants retained by the Company
      (including the expenses or costs associated with the delivery of any opinions
      or
      comfort letters requested pursuant to Section 3.1.9); (viii) the fees
      and expenses of any special experts retained by the Company in connection with
      such registration; and (ix)  the fees and expenses of one legal
      counsel selected by the holders of a majority-in-interest of the Registrable
      Securities included in such registration.  The Company shall have no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne solely by such
      holders.  Additionally, in an underwritten offering, all selling security
      holders and the Company shall bear the expenses of the underwriter pro rata
      in
      proportion to the respective dollar amount of securities each is selling in
      such
      offering.

     

    3.4 Information. 
      The holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and
      in connection with the Company’s obligation to comply with federal and
      applicable state securities laws.

     

    3.5 Holder
      Obligations.
      No
      holder of Registrable Securities may participate in any underwritten offering
      pursuant to this Section 3 unless such holder (i) agrees to sell only such
      holder’s Registrable Securities on the basis reasonably provided in any
      underwriting agreement, and (ii) completes, executes and delivers any and all
      questionnaires, powers of attorney, custody agreements, indemnities,
      underwriting agreements and other documents reasonably required by or under
      the
      terms of any underwriting agreement or as reasonably requested by the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1 Indemnification
      by the Company. 
      The Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder
      applicable to the Company and relating to action or inaction required of the
      Company in connection with any such registration; and the Company shall promptly
      reimburse the Investor Indemnified Parties for any legal and any other expenses
      reasonably incurred by such Investor Indemnified Parties in connection with
      investigating and defending any such expense, loss, judgment, claim, damage,
      liability or action; provided,
      however,
      that (a)
      the Company will not be liable in any such case to the extent that any such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein or for the use by any Investor
      Indemnified Party of a prospectus in violation of any stop order or other
      suspension of the Registration Statement; and (b) the foregoing indemnity shall
      not inure to the benefit of any holder (or benefit of any person controlling
      such holder) from whom the person asserting such expense, loss, claim, damage
      or
      liability purchased the Registrable Securities, if a copy of the Prospectus
      (as
      then amended or supplemented if the Company shall have furnished any amendments
      or supplements thereto) was not sent or given by or on behalf of such holder
      to
      such person, if required by law so to have been delivered at or prior to the
      written confirmation of the sale of the Registrable Securities to such person,
      and if the Prospectus (as so amended or supplemented) would have cured the
      defect giving rise to such expense, loss, claim, damage or liability, unless
      such failure is the result of noncompliance by the Company with Section 3.1.3
      hereof.  The Company also shall indemnify any Underwriter of the
      Registrable Securities, their officers, employees, affiliates, directors,
      partners, members, attorneys and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

     

    4.2 Indemnification
      by Holders of Registrable Securities. 
      Each selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other person, if any, who controls the Company
      or
      such underwriter within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act, against any losses, claims, judgments, damages
      or liabilities, whether joint or several, insofar as such losses, claims,
      judgments, damages or liabilities (or actions in respect thereof) arise out
      of
      or are based upon any untrue statement or allegedly untrue statement of a
      material fact contained in any Registration Statement under which the sale
      of
      such Registrable Securities was registered under the Securities Act, any
      preliminary prospectus, final prospectus or summary prospectus contained in
      the
      Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein or for the use by
      any
      Investor Indemnified Party of a prospectus in violation of any stop order or
      other suspension of the Registration Statement, and shall reimburse the Company,
      its directors and officers, and each such controlling person for any legal
      or
      other expenses reasonably incurred by any of them in connection with
      investigation or defending any such loss, claim, damage, liability or
      action.  Each selling holder’s indemnification obligations hereunder shall
      be several and not joint and shall be limited to the amount of any net proceeds
      actually received by such selling holder in connection with the sale of the
      Registrable Securities by such selling holder pursuant to the Registration
      Statement containing such untrue statement or allegedly untrue
      statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3 Conduct
      of Indemnification Proceedings. 
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, promptly notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however,
      that
      the failure by the Indemnified Party to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party from any liability which the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is materially prejudiced by such failure.  If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the
      Indemnified Party, then the Indemnifying Party shall be entitled to participate
      in such claim or action, and, to the extent that it elects, jointly with all
      other Indemnifying Parties, to assume control of the defense thereof with
      counsel satisfactory to the Indemnified Party.  After notice from the
      Indemnifying Party to the Indemnified Party of its election to assume control
      of
      the defense of such claim or action, the Indemnifying Party shall not be liable
      to the Indemnified Party for any legal or other expenses subsequently incurred
      by the Indemnified Party in connection with the defense thereof other than
      reasonable costs of investigation;
      provided, however,
      that in
      any action in which both the Indemnified Party and the Indemnifying Party are
      named as defendants, the Indemnified Party shall have the right to employ
      separate counsel (but no more than one such separate counsel) to represent
      the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them.  No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, consent to entry of judgment or effect
      any settlement of any claim or pending or threatened proceeding in respect
      of
      which the Indemnified Party is or could have been a party and indemnity could
      have been sought hereunder by such Indemnified Party, unless such judgment
      or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

     

    4.4 Contribution.

     

    4.4.1 If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      benefits received by the Indemnified Parties and the Indemnifying Parties from
      the offering. If, however, the allocation provided by the immediately preceding
      sentence is not permitted by applicable law or if the Indemnified Party failed
      to give the notice required under Section 4.3 above, then each Indemnifying
      Parties shall contribute to such amount paid or payable by such Indemnified
      Party in such proportion as is appropriate to reflect not only such relative
      benefits but also the relative fault of the Indemnified Parties and the
      Indemnifying Parties in connection with the actions or omissions which resulted
      in such loss, claim, damage, liability or action, as well as any other relevant
      equitable considerations.  The relative fault of any Indemnified Party and
      any Indemnifying Party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by such Indemnified Party or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4.2 The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by
      pro
      rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding
      Section 4.4.1.  The amount paid or payable by an Indemnified Party as
      a result of any loss, claim, damage, liability or action referred to in the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses incurred by such
      Indemnified Party in connection with investigating or defending any such action
      or claim.  Notwithstanding the provisions of this Section 4.4, no
      holder of Registrable Securities shall be required to contribute any amount
      in
      excess of the dollar amount
      of the
      net proceeds (after payment of any underwriting fees, discounts, commissions
      or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation.  No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

     

    5. OTHER
      COVENANTS.

     

    5.1 Rule 144. 
      The Company covenants that it shall file any reports required to be filed by
      it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such
      Rules may be amended from time to time, or any similar Rule or regulation
      (but not Rule 144A) hereafter adopted by the Commission.

     

    6. MISCELLANEOUS.

     

    6.1 Other
      Registration Rights. 
      The Company represents and warrants that no person, other than a holder of
      the
      Registrable Securities and the Representative, currently has any right to
      require the Company to register any shares of the Company’s capital stock for
      sale or to include shares of the Company’s capital stock in any registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other person. The Company shall not grant to any
      other
      person any right to register his, her or its securities of the Company which
      are
      inconsistent with the rights granted hereunder.

     

    6.2 Assignment;
      No Third Party Beneficiaries. 
      This Agreement and the rights, duties and obligations of the Company hereunder
      may not be assigned or delegated by the Company in whole or in part.  This
      Agreement and the rights, duties and obligations of the holders of Registrable
      Securities hereunder may be freely assigned or delegated by such holder of
      Registrable Securities in conjunction with and to the extent of any transfer
      of
      Registrable Securities by any such holder in accordance with applicable
      law.  This Agreement and the provisions hereof shall be binding upon and
      shall inure to the benefit of each of the parties and their respective
      successors and the permitted assigns of the Investor or holder of Registrable
      Securities or of any assignee of the Investor or holder of Registrable
      Securities.  This Agreement is not intended to confer any rights or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.3 Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, sent by
      registered or certified mail, return receipt requested, or sent by reputable
      air
      courier service with charges prepaid, addressed as set forth below, or to such
      other address as such party shall have specified most recently by written notice
      provided in accordance with this Section 6.3.  Notice shall be deemed given
      on the date of service if served personally, on the third business day after
      registration or certification, if sent by registered or certified mail, or
      on
      the next business day following timely delivery of such notice to a reputable
      air courier service with an order for next-day delivery, if sent by such courier
      service.

     

    

      
        	 	
                To
                  the Company:

              
	 	
                 

              
	 	
                China
                  Resources, Ltd.

              
	 	
                Room
                  921, Block A

                Golden
                  Central Tower

                Jintian
                  Road, Futian District

                Shenzhen,
                  P.R. China

              
	 	
                Attention: Chief
                  Executive Officer

              
	 	
                 

              
	 	
                with
                  a copy to:

              
	 	
                 

              
	 	
                Eaton
                  & Van Winkle LLP

              
	 	
                3
                  Park Avenue

              
	 	
                New
                  York, NY 10016

              
	 	
                Attn:   Vincent
                  J. McGill, Esq.; 

              
	 	
                 

              
	 	
                and

              
	 	
                 

              


      

      


      
        	 	
                To
                  an Investor, to the attention of the Investor at the address set
                  forth
                  opposite his, her or its respective name on the signature page
                  hereto.

              


      

    

     

    6.4 Severability. 
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof.  Furthermore,
      in lieu of any such invalid or unenforceable term or provision, the parties
      hereto intend that there shall be added as a part of this Agreement a provision
      as similar in terms to such invalid or unenforceable provision as may be
      possible and be valid and enforceable.

     

    6.5 Counterparts;
      Facsimile Signatures. 
      This Agreement may be executed in multiple counterparts, each of which shall
      be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument. Facsimile signatures shall be deemed to be original signatures
      for all purposes of this Agreement. 

     

    6.6 Entire
      Agreement. 
      This Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitutes
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.7 Modifications
      and Amendments. 
      No amendment, modification or termination of this Agreement shall be binding
      upon any party unless executed in writing by such party.

     

    6.8 Titles
      and Headings. 
      Titles and headings of sections of this Agreement are for convenience only
      and
      shall not affect the construction of any provision of this
      Agreement.

     

    6.9 Waivers
      and Extensions. 
      Any party to this Agreement may waive any right, breach or default which such
      party has the right to waive, provided
      that
      such
      waiver will not be effective against the waiving party unless it is in writing,
      is signed by such party, and specifically refers to this Agreement. 
Waivers may be made in advance or after the right waived has arisen or the
      breach or default waived has occurred.  Any waiver may be
      conditional.  No waiver of any breach of any agreement or provision herein
      contained shall be deemed a waiver of any preceding or succeeding breach thereof
      nor of any other agreement or provision herein contained.  No waiver or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    6.10 Remedies
      Cumulative. 
      In the event that the Company fails to observe or perform any covenant or
      agreement to be observed or performed under this Agreement, any Investor or
      any
      other holder of Registrable Securities may proceed to protect and enforce its
      rights by suit in equity or action at law, whether for specific performance
      of
      any term contained in this Agreement or for an injunction against the breach
      of
      any such term or in aid of the exercise of any power granted in this Agreement
      or to enforce any other legal or equitable right, or to take any one or more
      of
      such actions, without being required to post a bond.  None of the rights,
      powers or remedies conferred under this Agreement shall be mutually exclusive,
      and each such right, power or remedy shall be cumulative and in addition to
      any
      other right, power or remedy, whether conferred by this Agreement or now or
      hereafter available at law, in equity, by statute or otherwise.

     

    6.11 Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of Delaware applicable to agreements made
      and to be performed within the State of Delaware, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction. 

     

    6.12 Waiver
      of Trial by Jury. 
      Each party hereby irrevocably and unconditionally waives the right to a trial
      by
      jury in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of any Investor
      in the negotiation, administration, performance or enforcement
      hereof.

     

    (The
      remainder of this page intentionally left blank. Signature pages to
      follow.)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    


    
      	
               

            	
              CHINA
                RESOURCES LTD.

            
	
               

            	
               

            
	
               

            	
              By:
                

              
                

              

              Name:
                Fuzu Zeng

              Title:
                Chief Executive Officer

            
	 	 
	
               

            	
              INVESTORS:

            
	
               

            	
               

              
                

              

              Fuzu
                Zeng

              Address:
                c/o China Resources Ltd.

              Room
                921, Block A, Golden Central Tower, Jintian Road, Futian District,
                Shenzhen, P.R. China.
                

              No.
                of Shares: 500,000

              No.
                of Warrants: 1,100,000

              No.
                of Shares Underlying

              Warrants:
                1,100,000

            
	 	 
	
               

            	
              Gemore
                & Co., Ltd.

            
	
               

            	
               

              By:
                

              
                

              

              Name:
                Brian Baiping Shen

            
	
               

            	
              Title:
                Managing Director

            
	
               

            	
              Address:
                c/o China Resources Ltd.

              Room
                921, Block A, Golden Central Tower, Jintian Road, Futian District,
                Shenzhen, P.R. China

            
	
               

            	
              No.
                of Warrants: 1,000,000

              No.
                of Shares Underlying

              Warrants:
                1,000,000

            
	
               

            	 
	 	
            
	
               

            	
              
                

              

              Name:
                Brian Baiping Shen

            
	
               

            	
              Address:
                c/o China Resources Ltd.

              Room
                921, Block A, Golden Central Tower, Jintian Road, Futian District,
                Shenzhen, P.R. China 

            
	
               

            	
              No.
                of Shares: 200,000

            
	
               

            	
              No.
                of Warrants: None

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            
	
               

            	
              
                

              

              Gerald
                Nugawela

            
	
               

            	
              Address:
                PO Box 107 Floreat Park 

              Western
                Australia 6014

            
	
               

            	
              No.
                of Shares: 100,000

            
	
               

            	
              No.
                of Warrants: None

            
	
               

            	
               

            
	
               

            	
              MMK
                Capital Pte Ltd.]

               

              By:

            
	
               

            	
              
                

              

              Name:
                Mary Kwan

            
	
               

            	
              Title:
                Managing Director

            
	
               

            	
              Address:
                PO Box 107 Floreat Park 

              Western
                Australia 6014

            
	
               

            	
              No.
                of Warrants: 250,000

              No.
                of Shares Underlying

              Warrants:
                250,000

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              
                

              

              Glenn
                Richmond

              c/o
                Guiying Guo, Esq.

            
	
               

            	
              Address:
                136-40 39th Avenue, #501

              Flushing,
                New York 11354

            
	
               

            	
              No.
                of Shares: 125,000

            
	
               

            	
              No.
                of Warrants: 250,000

            
	
               

            	
              No.
                of Shares Underlying

              Warrants:
                250,000 

            
	
               

            	
               

            
	 	 
	
               

            	
              
                

                Frederick E. Smithline.

            
	 	
              Address:
                Eaton & Van Winkle LLP

              Three
                Park Avenue, 16th floor

              New
                York, New York 10016

            
	 	
              No.
                of Shares: 75,000

            
	 	
              No.
                of Warrants: None