Exhibit
        10.3

       

      SECURITIES
        PURCHASE AGREEMENT

      


      BETWEEN

      


      MALEX,
        INC.

      


      AND

      


      BARRON
        PARTNERS LP

      


      AND

      


      THE
        OTHER INVESTORS NAMED HEREIN

      


      DATED

      


      November
        13, 2007

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECURITIES
        PURCHASE AGREEMENT

      


      This
        SECURITIES PURCHASE AGREEMENT (the “Agreement”)
        is
        made and entered into as of the 13th
        day of
        November, 2007 between Malex,
        Inc.,
        a
        Delaware corporation (the “Company”), and Barron
        Partners LP, a
        Delaware limited partnership (“Barron”),
        and
        any other investors named on the signature page of this Agreement (together
        with
        Barron, the “Investors”
and
        each an “Investor”).

       

      RECITALS:

       

      WHEREAS,
        the
        Investors wish to purchase from the Company, upon the terms and subject to
        the
        conditions of this Agreement, for the Purchase Price, as hereinafter defined,
        one or more convertible notes (the “Notes”)
        in the
        aggregate principal amount of $5,525,000, which Notes are convertible into
        either

       

      (a)
        an
        aggregate of (i) 14,787,135 shares of the Company’s Series A Convertible
        Preferred Stock, par value $.001 per share (“Series
        A Preferred Stock”),
        with
        each share of Series A Preferred Stock being initially convertible into one
        (1)
        share of the Company’s common stock, par value $.001 per share (“Common Stock”),
        subject to adjustment, and (ii) common stock purchase warrants (the “Warrants”)
        to purchase 11,176,504 shares of Common Stock at $0.58 per share, 5,588,252
        shares of Common Stock at $0.83 per share, and 2,065,000 shares at $0.92
        per
        share; or

       

      (b)
        an
        aggregate of (i) 14,787,135 shares of the Common Stock, subject to adjustment,
        and (ii) Warrants to purchase 11,176,504 shares of Common Stock at $0.58
        per
        share, 5,588,252 shares of Common Stock at $0.83 per share, and 2,065,000
        shares
        at $0.92 per share; or

       

      (c)
        if
        the Restated Certificate and the Certificate of Designation, as hereinafter
        defined, shall not have been filed as required by this Agreement and the
        Note,
        33,616,891shares of Common Stock; and 

       

      WHEREAS,
        each
        Investor is purchasing Notes in the principal amount set forth in Schedule
        A of
        this Agreement;

       

      WHEREAS,
        contemporaneously with the Closing, the Company is acquiring all of the issued
        and outstanding capital stock of Fulland Limited, a Cayman Islands corporation
        (“Fulland”), which is the sole stockholder of Greenpower Environmental
        Technologies Co., Ltd., a corporation organized under the laws of the Peoples’
Republic of China as a wholly foreign owned enterprise (“Greenpower”);
        and

       

      WHEREAS,
        Greenpower is a party to agreements with Huayang Dye Machine Co., Ltd.
        (“Dye
        Co.”)
        and
        Huayang Electricity Power Equipment Co., Ltd. (“Power
        Co.”)
        and,
        together with Dye Co., collectively, the “PRC
        Companies”),
        pursuant to which Greenpower has the right to advise, consult, manage and
        operate the PRC Companies and collect and own all of their net profits, and,
        pursuant to a proxy and voting agreement and a voting trust and escrow
        agreement, the stockholders of the PRC Companies have vested their voting
        control over the PRC Companies to Greenpower; and 

       

      WHEREAS,
        the
        parties intend to memorialize the terms on which the Company will sell to
        the
        Investors and the Investors will purchase the Securities;

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

      

      
        
          
          

        

        
          PAGE
            1

          
            

          

        

        
          
          

        

      

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and premises contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby conclusively acknowledged, the parties hereto, intending to be legally
        bound, agree as follows:

       

      Article
        1

       

      INCORPORATION
        BY REFERENCE AND DEFINITIONS

       

      1.1 Incorporation
        by Reference.
        The
        foregoing recitals and the Exhibits and Schedules attached hereto and referred
        to herein, are hereby acknowledged to be true and accurate, and are incorporated
        herein by this reference.

       

      1.2 Supersedes
        Other Agreements.
        This
        Agreement, to the extent that it is inconsistent with any other instrument
        or
        understanding among the parties, shall supersede such instrument or
        understanding to the fullest extent permitted by law. A copy of this Agreement
        shall be filed at the Company’s principal office.

       

      1.3 Certain
        Definitions.
        For
        purposes of this Agreement, the following capitalized terms shall have the
        following meanings (all capitalized terms used in this Agreement that are
        not
        defined in this Article 1 shall have the meanings set forth elsewhere in
        this
        Agreement):

       

      1.3.1 “4.9%
        Limitation”
has
        the
        meaning set forth in Section 2.1.3 of this Agreement.

       

      1.3.2 “1933
        Act”
means
        the Securities Act of 1933, as amended.

       

      1.3.3 “1934
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      1.3.4 “Affiliate”
means
        a
        Person or Persons directly or indirectly, through one or more intermediaries,
        controlling, controlled by or under common control with the Person(s) in
        question. The term “control,” as used in the immediately preceding sentence,
        means, with respect to a Person that is a corporation, the right to the
        exercise, directly or indirectly, of more than 50% of the voting rights
        attributable to the shares of such controlled corporation and, with respect
        to a
        Person that is not a corporation, the possession, directly or indirectly,
        of the
        power to direct or cause the direction of the management or policies of such
        controlled Person.

       

      1.3.5 “Articles”
means
        the certificate of incorporation of the Company, as the same may be amended
        from
        time to time. 

       

      1.3.6 “Authorized
        Stock Proviso”
has
        the
        meaning set forth in Section 4.4.3 of this Agreement.

       

      1.3.7 “Bylaws”
means
        the bylaws of the Company, as the same may be amended from time to
        time.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
              PAGE
                2

              
                

              

            

            
              
              

            

          

        

      

       

      1.3.8 “Certificate
        of Designation”
means
        the certificate of the rights, preferences and privileges, subject to the
        limitations, with respect to the Series A Preferred Stock. The Certificate
        of
        Designation shall be in substantially the form of Exhibit
        A
        to this
        Agreement.

       

      1.3.9 “Closing” means
        the
        consummation of the transactions contemplated by this Agreement, all of which
        transactions shall be consummated contemporaneously with the
        Closing.

       

      1.3.10 “Closing
        Date”
means
        the date on which the Closing occurs.

       

      1.3.11 “Closing
        Escrow Agreement”
shall
        mean the agreement between the Company, the Investors and the Escrow Agent
        pursuant to which securities are deposited into escrow to be held as provided
        in
        Section 6 of this Agreement. The Closing Escrow Agreement shall be in
        substantially the form of Exhibit
        B
        to this
        Agreement.

       

      1.3.12 “Common
        Stock”
means
        the Company’s common stock, which is presently designated as the common stock,
        par value $.00002 per share. Pursuant to the Restated Certificate, the par
        value
        will be changed to $.001 per share.

       

      1.3.13 “Company’s
        Governing Documents”
means
        the Articles and Bylaws.

       

      1.3.14 “Delaware
        Law”
shall
        mean the Delaware General Corporation Law.

       

      1.3.15 “EBITDA”
means
        consolidated earnings before interest, taxes, depreciation and amortization,
        determined in accordance with GAAP.

       

      1.3.16 “Escrow
        Agreement”
means
        the Escrow Agreement dated November 6, 2007, among the Company, Barron Partners
        and Sichenzia Ross Friedman Ference LLP, as Escrow Agent.

       

      1.3.17 “Exempt
        Issuance”
means
        the issuance of (a) shares of Common Stock or options to employees, officers,
        directors of and consultants (other than consultants whose services relate
        to
        the raising of funds) of the Company pursuant to any stock or option plan
        that
        was or may be adopted by a majority of independent members of the Board of
        Directors of the Company or a majority of the members of a committee of
        independent directors established for such purpose, (b) securities upon the
        exercise of or conversion of any securities issued hereunder and pursuant
        to the
        Registration Rights Agreement, the Notes, the Warrants and the Certificate
        of
        Designation and any other options, warrants or convertible securities which
        are
        outstanding on after completion of the Closing, and (c) securities issued
        pursuant to acquisitions, licensing agreements, or other strategic transactions,
        provided any such issuance shall only be to a Person which is, itself or
        through
        its subsidiaries, an operating company in a business which the Company’s board
        of directors believes is beneficial to the Company and in which the Company
        receives benefits in addition to the investment of funds, but shall not include
        a transaction in which the Company is issuing securities primarily for the
        purpose of raising capital or to an entity whose primary business is investing
        in securities.

       

      1.3.18 “GAAP”
means
        United States generally accepted accounting principles consistently
        applied.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
              PAGE
                3

              
                

              

            

            
              
              

            

          

        

      

       

      1.3.19 “Make-Good
        Note”
shall
        mean the note issued pursuant to Section 6.15.9 of this Agreement, and shall
        be
        in substantially the form of Exhibit C to this Agreement.

       

      1.3.20 “Material
        Adverse Effect”
means
        any adverse effect on the business, operations, properties or financial
        condition of the Company or any of its Subsidiaries that is material and
        adverse
        to the Company and its Subsidiaries taken as a whole and/or any condition,
        circumstance, or situation that would prohibit or otherwise materially interfere
        with the ability of the Company or any Subsidiary to perform any of its material
        obligations under this Agreement, the Registration Rights Agreement or the
        Warrants or to perform its obligations under any other material agreement.
        

       

      1.3.21 “Note(s)”
shall
        have the meaning set forth in the introductory paragraph of this Agreement
        and
        shall be in substantially the form of Exhibit
        D
        to this
        Agreement.

       

      1.3.22 “Person”
means
        an individual, partnership, firm, limited liability company, trust, joint
        venture, association, corporation, or any other legal entity.

       

      1.3.23 “PRC
        Agreements”
shall
        mean the agreements between Greenpower and the PRC Companies.

       

      1.3.24 “PRC
        Company Stockholders”
shall
        mean the stockholders of the PRC Companies, which, as of the date of this
        Agreement, are WU Jianhua and TANG Lihua, as to Dye Co. and TANG Lihua, WU
        Haoyang (WU Jianhua’s son) and Dye Co., as to Power Co.

       

      1.3.25 “Preferred
        Stock”
means
        the preferred stock, par value $.001 per share, as created by the Restated
        Certificate.

       

      1.3.26 “Pre-Tax
        Income”
means
        income
        before income taxes determined in accordance with GAAP plus (a) any charges
        relating to the transaction contemplated by this Agreement and the Registration
        Rights Agreement and the other Transaction Documents, including the issuance
        of
        the Note and any other securities issuable pursuant to this Agreement, the
        Note
        and the Registration Rights Agreement, minus (b) the amount, if any, by which
        all non-recurring losses or expenses exceed all non-recurring items or income
        or
        gain.
        Pre-Tax
        Income shall not be adjusted if all non-recurring items of income or gain
        exceed
        all non-recurring losses or expenses. Items shall be deemed to be non-recurring
        only if they qualify as non-recurring pursuant to GAAP.

       

      1.3.27 “Proxy
        Statement”
means
        a
        proxy statement filed with the SEC pursuant to Section 14(a) of the 1934
        Act
        which seeks stockholder approval of the Restated Certificate or an information
        statement pursuant to Section 14(c) of the 1934 Act advising stockholders
        that
        the holders of a majority of the shares of Common Stock have approved the
        Restated Certificate, whichever shall be appropriate.

       

      1.3.28 “Purchase
        Price”
means
        the $5,525,000 to be paid by the Investors to the Company for the
        Securities.

       

      1.3.29 “Registration
        Rights Agreement”
means
        the registration rights agreement between the Investor and the Company in
        substantially the form of Exhibit
        E
        to this
        Agreement.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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                4

              
                

              

            

            
              
              

            

          

        

      

       

      1.3.30 “Registration
        Statement”
means
        the registration statement under the 1933 Act to be filed with the SEC for
        the
        registration of the Shares pursuant to the Registration Rights
        Agreement.

       

      1.3.31 “Related
        Companies”
shall
        mean Fulland, Greenpower and the PRC Companies, each of which is a “Related
        Company.”

       

      1.3.32 “Restated
        Certificate”
means
        the restated certificate of incorporation which is in substantially the form
        of
Exhibit
        F
        to this
        Agreement.

       

      1.3.33 “Restricted
        Stockholders”
shall
        have the meaning set forth in Section 6.16 of this Agreement.

       

      1.3.34 “Restriction
        Termination Date”
shall
        mean the date on which the Investors shall have (a) converted all Notes and
        shares of Series A Preferred Stock and exercised all Warrants (other than
        Warrants that shall have expired unexercised) and (b) sold the underlying
        Shares
        in the public market.

       

      1.3.35 “Restriction
        Termination Date at 90%”
shall
        mean the date on which the Investors shall have (a) converted Notes and shares
        of Series A Preferred Stock and exercised Warrants (other than Warrants that
        shall have expired unexercised) and (b) sold 90% of the Total
        Shares.

       

      1.3.36 “Securities”
means
        the Note, the shares of Series A Preferred Stock, the Warrants and the
        Shares.

       

      1.3.37 “SEC”
means
        the Securities and Exchange Commission.

       

      1.3.38 “SEC
        Documents”
means,
        at any given time, the Company’s latest Form 10-K or Form 10-KSB and all Forms
        10-Q or 10-QSB and 8-K and all proxy statements or information statements
        filed
        between the date the most recent Form 10-K or Form 10-KSB was filed and the
        date
        as to which a determination is being made.

       

      1.3.39 “Series
        A Preferred Stock”
means
        the shares of Series A Preferred Stock having the rights, preferences and
        privileges and subject to the limitations set forth in the Certificate of
        Designation.

       

      1.3.40 “Shares”
means,
        collectively, the shares of Common Stock issued or issuable (i) upon conversion
        of the Notes or Series A Preferred Stock and (ii) upon exercise of the
        Warrants.

       

      1.3.41 “Subsidiary”
means
        an entity in which the Company and/or one or more other Subsidiaries directly
        or
        indirectly own either 50% of the voting rights or 50% of the equity
        interests.

       

      1.3.42 “Subsequent
        Financing”
means
        any offer and sale of shares of Preferred Stock or debt that is initially
        convertible into shares of Common Stock or otherwise senior or superior to
        the
        Series A Preferred Stock.

       

      1.3.43 “Target
        Number”
has
        the
        meaning set forth in Section 6.15.2 of this Agreement.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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                5

              
                

              

            

            
              
              

            

          

        

      

       

      1.3.44 “Total
        Shares”
means
        the number of shares of Common Stock as have been or would be issued upon
        conversion of the Notes and the Series A Preferred Stock and Warrants issuable
        upon conversion of the Notes. The number of Total Shares shall be adjusted
        to
        reflect any change in the conversion price of the Notes or Series A Preferred
        Stock and the expiration of any Warrants.

       

      1.3.45 “Transaction
        Documents”
means
        this Agreement, all Schedules and Exhibits attached hereto, the Notes, the
        Certificate of Designation, the Warrants, the Registration Rights Agreement,
        the
        Closing Escrow Agreement and all other documents and instruments to be executed
        and delivered by the parties in order to consummate the transactions
        contemplated hereby.

       

      1.3.46 “Unsold
        Shares”
means
        the difference between (a) the number of shares of Series A Preferred Stock
        which were initially issued upon conversion of the Notes and (b) the number
        of
        shares of Series A Preferred Stock, regardless of when such shares were issued,
        which have been converted into Common Stock with the Common Stock having
        been
        sold.

       

      1.3.47 “Warrants”
means
        the common stock purchase warrants in substantially the forms of Exhibits
        G-1, G-2 and G-3
        to this
        Agreement.

       

      1.4 References.
        All
        references in this Agreement to “herein” or words of like effect, when referring
        to preamble, recitals, article and section numbers, schedules and exhibits
        shall
        refer to this Agreement unless otherwise stated.

       

      1.5 Value
        of Series A Preferred Stock.
        Whereever this Agreement provides for the delivery of shares of Series A
        Preferred Stock in satisfaction of an obligation under this Agreement, a
        share
        of Series A Preferred Stock shall have a value equal to its liquidation
        preference as set forth in the Certificate of Designation.

       

      Article
        2

      


      SALE
        AND PURCHASE OF NOTES; PURCHASE PRICE

       

      2.1 Sale
        of Notes. 

       

      2.1.1 Upon
        the
        terms and subject to the conditions set forth herein, and in accordance with
        applicable law, the Company agrees to sell to the Investors, and each Investor
        severally agrees to purchase from the Company, on the Closing Date, Notes
        for
        portion of the Purchase Price set forth after the Investor’s name on Schedule A
        to this Agreement in the principal amount set forth in said Schedule A. At
        or
        prior to the Closing each Investor shall wire the Investor’s portion of the
        Purchase Price to the Escrow Agent, who shall release the Purchase Price
        to the
        Company upon receipt of instructions from the Investor and the Company as
        provided in the Escrow Agreement. The Company shall cause the Notes to be
        issued
        to the Investors upon the release of the Purchase Price to the Company by
        the
        Escrow Agent pursuant to the terms of the Escrow Agreement.

       

      2.1.2 The
        Notes
        shall be convertible into Preferred Stock and Warrants, or Common Stock and
        Warrants or Common Stock in the manner set forth in the first introductory
        paragraph of this Agreement, all as set forth in the Notes. As provided in
        the
        Notes, upon filing of the Restated Certificate and the Certificate of
        Designation, the Notes shall be automatically converted, without any action
        on
        the part of the holder thereof, into an aggregate of 14,787,135 shares of
        Series
        A Preferred Stock and Warrants to purchase an aggregate of 11,176,504 shares
        of
        Common Stock at $0.58 per share, 5,588,252 shares of Common Stock at $0.83
        per
        share, and 2,065,000 shares at $0.92 per share, less any securities issued
        as a
        result of a conversion prior to such automatic conversion. The Warrants are
        subject to redemption by the Company as provided in those Warrants.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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                6

              
                

              

            

            
              
              

            

          

        

      

       

      2.1.3 Except
        as
        expressly provided in the Certificate of Designation and the Warrants, an
        Investor shall not be entitled to convert the Notes or Series A Preferred
        Stock
        into
        shares of Common Stock or to exercise the Warrants to the extent that such
        conversion or exercise would result in beneficial ownership by the Investor
        and
        its Affiliates of more than 4.9% of the then outstanding number of shares
        of
        Common Stock on such date after giving effect to such conversion or exercise.
        For the purposes of this Agreement beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the 1934 Act, and Regulation 13d-3 thereunder.
        The limitation set forth in this Section 2.1.3 is referred to as the
“4.9%
        Limitation.”
As
        a
        result of the 4.9% Limitation, no Investor will have 5% of the voting power
        of
        the Company; provided, however, that this sentence shall not affect any of
        an
        Investor’s rights under the Certificate of Designation.

       

      Article
        3

       

      CLOSING
        DATE AND DELIVERIES AT CLOSING

       

      3.1 Closing
        Date.
        The
        Closing of the transactions contemplated by this Agreement, unless expressly
        determined herein, shall be held at the offices of the Sichenzia Ross Friedman
        Ference LLP, 61 Broadway, New York, New York 10006, at 2:00 P.M. local time,
        on
        the Closing Date or on such other date and at such other place as may be
        mutually agreed by the parties, including closing by facsimile with originals
        to
        follow. 

       

      3.2 Deliveries
        by the Company.
        In
        addition to and without limiting any other provision of this Agreement, the
        Company agrees to deliver, or cause to be delivered, to the escrow agent
        under
        the Escrow Agreement, the following:

       

      (a) At
        or
        prior to Closing, an executed Agreement with all exhibits and schedules attached
        hereto;

       

      (b) At
        the
        Closing, Notes in the names of the Investors in the amounts set forth in
        Schedule A to this Agreement;

       

      (c) The
        executed Registration Rights Agreement;

       

      (d) The
        executed Closing Escrow Agreement;

       

      (e) Evidence
        that the Company has acquired all of the outstanding shares of
        Fulland.

       

      (f) Copies
        of
        all SEC correspondence since last Form 10-KSB and any correspondence which
        was
        issued prior to the last Form 10-KSB which has not been resolved to the
        satisfaction of the SEC.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
              PAGE
                7

              
                

              

            

            
              
              

            

          

        

      

       

      (g) Schedule
        of all amounts owed (cash and stock) to officers, consultants and key employees
        (salary, bonuses, etc.).

       

      (h) Certifications
        in form and substance acceptable to the Company and the Investors from any
        and
        all brokers or agents involved in the transactions contemplated hereby as
        to the
        amount of commission or compensation payable to such broker or agent as a
        result
        of the consummation of the transactions contemplated hereby and from the
        Company
        or Investor, as appropriate, to the effect that reasonable reserves for any
        other commissions or compensation that may be claimed by any broker or agent
        have been set aside;

       

      (i) Management
        letter from the Company’s registered independent accounting firm or confirmation
        from such firm that no such letter were issued in connection with the Company’s
        most recent audit;

       

      (j) Evidence
        of approval of the Board of Directors of the Company of the Transaction
        Documents and the transactions contemplated hereby and thereby;

       

      (k) Agreements
        from the Restricted Stockholders pursuant to Section 6.16 of this
        Agreement.

       

      (l) Evidence
        that the Restated Certificate has been approved by the directors, and that
        the
        board of directors has authorized the filing of the Proxy Statement with
        the
        SEC.

       

      (m) Good
        standing certificate from the Secretary of State of the State of
        Delaware;

       

      (n) Copy
        of
        the Company’s Articles, as currently in effect, certified by the Secretary of
        State of the State of Delaware;

       

      (o) An
        opinion from the Company’s counsel concerning the Transaction Documents and the
        transactions contemplated hereby in form and substance reasonably acceptable
        to
        Investors;

       

      (p) An
        opinion from the Company’s PRC counsel that (i) each of the Related Companies is
        legally established and validly existing as an independent legal entity;
        (ii)
        each of the Related Companies is an independent legal person and none of
        them is
        exposed to liabilities incurred by the other party; (iii) the PRC Agreements
        constitute valid and binding obligations of the parties to such agreements,
        and
        (iv) each of the PRC Agreements and the rights and obligations of the parties
        thereto are enforceable and valid in accordance with the laws of the
        PRC;

       

      (q) An
        agreement between Greenpower and the PRC Companies pursuant to which the
        PRC
        Companies transfer to Greenpower all of the patent, trademark and other
        intellectual property rights and other intangible assets;

       

      (r) Evidence
        that all agreement between Greenpower and the PRC Companies are executed
        and are
        satisfactory in all material respects to the Investors;  

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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                8

              
                

              

            

            
              
              

            

          

        

      

       

      (s) The
        executed disbursement instructions pursuant to the Escrow Agreement, which
        shall
        provide that the Escrow Agent continue to hold $100,000 to pay the Company’s
        anticipated obligations to its investor relations company;

       

      (t) Evidence
        satisfactory to the Investors that (i) the PRC Companies have, in the aggregate,
        not less than RMB¥3,500,000
        in cash on the Closing Date; (ii) the combined debt of the PRC Companies
        and
        Greenpower shall not exceed RMB¥5,000,000 on the Closing Date; and (iii) all
        accrued and unpaid taxes as of the Closing Date shall have been
        forgiven.

       

      (u) Copies
        of
        all executive employment agreements, all past and present financing
        documentation or other documentation where stock could potentially be issued
        or
        issued as payment, all past and present litigation documents; 

       

      (v) Copies
        of
        the non-competition agreements provided in Section 4.17 of this
        Agreement;

       

      (w) Such
        other documents or certificates as shall be reasonably requested by Investors
        or
        their counsel; and

       

      (x) The
        Company must be current in its filings with the SEC, and the Company’s Common
        Stock must be trading on the OTC Bulletin Board.

       

      3.3 Deliveries
        by Investors.
        In
        addition to and without limiting any other provision of this Agreement, the
        Investors agree to deliver, or cause to be delivered, to the Escrow Agent
        under
        the Escrow Agreement, the following: 

       

      (a) A
        deposit
        from each Investor as to the Investor’s portion of the Purchase
        Price;

       

      (b) The
        executed Agreement with all Exhibits and Schedules attached hereto;

       

      (c) The
        executed Registration Rights Agreement; 

       

      (d) The
        executed Closing Escrow Agreement;

       

      (e) The
        executed disbursement instructions pursuant to the Escrow Agreement;
        and

       

      (f) Such
        other documents or certificates as shall be reasonably requested by the Company
        or its counsel.

       

      3.4 Delivery
        of Original Documents.
        In the
        event any document provided to the other party in Paragraphs 3.2 and 3.3
        herein
        are provided by facsimile, the party shall forward an original document to
        the
        other party within seven (7) business days.

       

      3.5 Further
        Assurances.
        The
        Company and each Investor shall, upon request, on or after the Closing Date,
        cooperate with each other (specifically, the Company shall cooperate with
        the
        Investors, and each Investor shall cooperate with the Company) by furnishing
        any
        additional information, executing and delivering any additional documents
        and/or
        other instruments and doing any and all such things as may be reasonably
        required by the parties or their counsel to consummate or otherwise implement
        the transactions contemplated by this Agreement. 

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

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          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      3.6 Waiver.
        An
        Investor may waive any of the requirements of Section 3.2 of this Agreement,
        and
        the Company may waive any of the provisions of Section 3.3 of this Agreement.
        The Investors may also waive any of the requirements of the Company under
        the
        Escrow Agreement.

       

      Article
        4

       

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY 

       

      The
        Company represents and warrants to the Investors as of the date hereof and
        as of
        Closing Date (which warranties and representations shall survive the Closing
        regardless of any examinations, inspections, audits and other investigations
        the
        Investors have heretofore made or may hereinafter make with respect to such
        warranties and representations) as follows: 

       

      4.1 Organization
        and Qualification.
        Each of
        the Company, each Subsidiary and each of the Related Companies is a corporation
        duly organized, validly existing and in good standing under the laws of its
        jurisdiction of organization, and has the requisite corporate power and
        authority to own, lease and operate its properties and to carry on its business
        as it is now being conducted and is duly qualified to do business in any
        other
        jurisdiction by virtue of the nature of the businesses conducted by it or
        the
        ownership or leasing of its properties, except where the failure to be so
        qualified will not, when taken together with all other such failures, have
        a
        Material Adverse Effect on the business, operations, properties, assets,
        financial condition or results of operation of the Company, its Subsidiaries
        and
        the Related Companies taken as a whole.

       

      4.2 Company’s
        Governing Documents.
        The
        complete and correct copies of the Company’s Governing Documents (a) have been
        provided to the Investor and (b) have been filed with the SEC in accordance
        with
        the regulations of the SEC and (c) will be in full force and effect on the
        Closing Date.

       

      4.3 Capitalization.

       

      4.3.1 The
        authorized and outstanding capital stock of the Company as of the date of
        this
        Agreement and as adjusted to reflect the issuance and sale of the Securities
        pursuant to this Agreement is set forth in Schedule 4.3.l to this Agreement.
        Schedule 4.3.1 lists all shares and potentially dilutive events, including
        shares issuable pursuant to employment, consulting and other services
        agreements, acquisition agreements, options and equity-based incentive plans,
        debt securities, convertible securities, financing or business relationships
        as
        well as each agreement, plan, arrangement or understanding pursuant to which
        any
        shares of any class of capital stock may be issued, a copy of each of which
        has
        been provided to the Investors.

       

      4.3.2 All
        shares of capital stock described above to be issued have been duly authorized
        and when issued, will be validly issued, fully paid and non-assessable and
        free
        of preemptive rights. 

       

      
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          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      4.3.3 Except
        pursuant to this Agreement and as set forth in Schedule 4.3.1, there are
        no
        outstanding options, warrants, rights to subscribe for, calls or commitments
        of
        any character whatsoever relating to, or securities or rights convertible
        into
        or exchangeable for, shares of any class of capital stock of the Company,
        or
        agreements, understandings or arrangements to which the Company is a party,
        or
        by which the Company is or may be bound, to issue additional shares of its
        capital stock or options, warrants, scrip or rights to subscribe for, calls
        or
        commitment of any character whatsoever relating to, or securities or rights
        convertible into or exchangeable for, any shares of any class of its capital
        stock. The Company agrees to inform the Investors in writing of any additional
        warrants granted prior to the Closing Date.

       

      4.3.4 Neither
        of the PRC Companies, nor Greenpower nor Fulland has any agreement or
        understanding, whether formal or informal, which could result in the issuance
        of
        any equity securities or right to purchase or otherwise acquire equity
        securities of such corporation.

       

      4.4 Authority.

       

      4.4.1 The
        Company has all requisite corporate power and authority to execute and deliver
        this Agreement, Notes and the Securities issuable upon conversion of the
        Notes,
        the Registration Rights Agreement, the Closing Escrow Agreement and any other
        Transaction Documents to which the Company is a party, to perform its
        obligations hereunder and thereunder and to consummate the transactions
        contemplated hereby and thereby. The execution and delivery of this Agreement,
        the Notes and the Securities issuable upon conversion of the Notes, the
        Registration Rights Agreement, the Closing Escrow Agreement and any other
        Transaction Documents to which the Company is a party have been duly authorized
        by all necessary corporate action and no other corporate proceedings on the
        part
        of the Company is necessary to authorize this Agreement or to consummate
        the
        transactions contemplated hereby and thereby except as disclosed in this
        Agreement. This Agreement has been duly executed and delivered by the Company
        and constitutes the legal, valid and binding obligation of the Company,
        enforceable against the Company in accordance with its terms, except as
        enforceability may be limited by bankruptcy, insolvency and other laws of
        general application affecting the enforcement of creditors’ rights and except
        that any the granting of equitable relief is in the discretion of the
        court.

       

      4.4.2 The
        Note,
        when issued pursuant to this Agreement, constitutes the valid, binding and
        obligation of the Company enforceable in accordance with its terms, except
        as
        enforceability may be limited by bankruptcy, insolvency and other laws of
        general application affecting the enforcement of creditors’ rights and except
        that any the granting of equitable relief is in the discretion of the court.
        The
        Restated Certificate has been approved by the board of directors. Upon the
        filing of the Restated Certificate and the Certificate of Designation, the
        equity Securities issuable upon conversion of the Note, when so issued, will
        be
        duly and validly authorized and issued, fully paid and non-assessable and
        the
        Warrants will be the valid and binding obligations of the Company, enforceable
        in accordance with its terms, except as enforceability may be limited by
        bankruptcy, insolvency and other laws of general application affecting the
        enforcement of creditors’ rights and except that any the granting of equitable
        relief is in the discretion of the court. All such Securities, when so issued,
        will be free and clear of all liens, charges, claims, options, pledges,
        restrictions, preemptive rights, rights of first refusal and encumbrances
        whatsoever (other than those incurred by the Investor).

      
         

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          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      4.4.3 Notwithstanding
        any contrary representations and warranties, no
        representation is made with respect to the ability of any Investor to convert
        the Note or, following the filing of the Restated Certificate and the
        Certificate of Designation, the Series A Preferred Stock or exercise any
        Warrant
        if and to the extent that the conversion price of the Note or the Series
        A
        Preferred Stock, as defined in the Note or the Certificate of Designation,
        or
        the number of Shares issuable upon exercise of the Warrants would result
        in the
        issuance of a number of shares of Common Stock which is greater than the
        amount
        by which the authorized Common Stock exceeds the sum of the outstanding Common
        Stock and the shares of Common Stock reserved for issuance pursuant to
        outstanding agreements and outstanding options, warrants, rights, convertible
        securities and other securities upon the exercise or conversion of which
        or
        pursuant to the terms of which additional shares of Common Stock may be issuable
        (the foregoing proviso being referred to as the “Authorized
        Stock Proviso”).

       

      4.4.4 Each
        Related Company is legally established, and validly existing as an independent
        legal entities; (ii) each Related Company is an independent legal person
        and
        none of them is exposed to liabilities incurred by the other party; (iii)
        the
        PRC Agreements constitute valid and binding obligations of the parties to
        such
        agreements, and (iv) each of the PRC Agreements and the rights and obligations
        of the parties thereto are enforceable and valid in accordance with the laws
        of
        the PRC.

       

      4.5 No
        Conflict; Required Filings and Consents.
        Neither
        the execution and delivery of this Agreement by the Company nor the issuance
        of
        the Notes and other Transaction Documents, and the performance by the Company
        of
        its obligations hereunder and thereunder will: (i) conflict with or violate
        the
        Company’s or any Subsidiary’s Governing Instruments; (ii) conflict with, breach
        or violate any federal, state, foreign or local law, statute, ordinance,
        rule,
        regulation, order, judgment or decree (collectively, “Laws”)
        in
        effect as of the date of this Agreement and applicable to the Company or
        any
        Subsidiary; or (iii) result in any breach of, constitute a default (or an
        event
        that with notice or lapse of time or both would become a default) under,
        give to
        any other entity any right of termination, amendment, acceleration or
        cancellation of, require payment under, or result in the creation of a lien
        or
        encumbrance on any of the properties or assets of the Company or any Subsidiary
        pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
        license, permit, franchise or other instrument or obligation to which the
        Company or any Subsidiary is a party or by which the Company or any Subsidiary
        or any of their respective properties or assets is bound, other than such
        violations, conflicts, breaches, defaults, terminations, accelerations or
        creations of liens that would not, in the aggregate, have a Material Adverse
        Effect
        except
        to the extent that stockholder approval may be required as a result of the
        Authorized Stock Proviso, in which event, the Company will seek stockholder
        approval to an increase in the authorized Common Stock sufficient to enable
        the
        Company to be in compliance with this Section 4.5. Neither the execution
        of this
        Agreement nor the consummation of the terms contemplated by this Agreement
        will
        impair Greenpower’s rights under the PRC Agreements.

       

      4.6 Reports
        and Financial Statements.

       

      4.6.1 The
        consolidated financial statements of the Related Companies for the years
        ended
        December 31, 2006 and 2005, including consolidated balance sheets, statements
        of
        operations, stockholders’ equity and cash flows, together with the notes
        thereon, certified by Sherb & Co., LLP (“Sherb”),
        the
        Company’s independent registered accounting firm, together with the unaudited
        consolidated financial statements for the six months ended June 30, 2007
        and
        2007, consisting of a balance sheet at June 30, 2007, statement of stockholders’
equity for the six months ended June 30, 2007, and statements of operations
        and
        cash flows for the six months ended June 30, 2007 and 2006, which have been
        reviewed by Sherb have been delivered to the Investors. Each of the consolidated
        balance sheets fairly presents the financial position of the Related Companies,
        as of its date, and each of the consolidated statements of income, stockholders’
equity and cash flows (including any related notes and schedules thereto)
        fairly
        presents the results of operations, cash flows and changes in stockholders’
equity, as the case may be, of the Related Companies for the periods to which
        they relate, in each case in accordance with GAAP consistently applied during
        the periods involved. Sherb is independent as to the Company and each of
        the
        Related Companies in accordance with the rules and regulations of the SEC.
        The
        books and records of the Related Companies have been, and are being, maintained
        in all material respects in accordance with GAAP and any other applicable
        legal
        and accounting requirements and reflect only actual transaction. Neither
        the
        Company nor any of the Related Companies has received any advice from Sherb
        to
        the effect that there is any significant deficiency or material weakness
        in the
        Company’s or any Related Party’s controls or recommending any corrective action
        on the part of the Company or any Related Party. Neither the Company nor
        any
        Related Party has any contingent liability which is not reflected in the
        financial statements. To the extent that the consolidated financial statements
        of Fulland do not include the financial condition or results of operations
        of
        the PRC Companies, separate statements for the PRC Companies, conforming
        to the
        delivery requirements of this Section 4.6.1, shall have been
        delivered.

      
         

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          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      4.6.2 The
        Company’s Form 10-KSB for the year ended April 30, 2007, contains the audited
        financial statements of the Company, certified by Comiskey and Company,
        (“Comiskey”),
        the
        Company’s independent registered accounting firm, for the years ended April 30,
        2007 and 2006, and the Company’s Form 10-QSB for the quarter ended April 30,
        2007 contains the unaudited financial statements of the Company which have
        been
        reviewed by Comiskey. The balance sheets fairly present the financial position
        of the Company, as of their respective dates, and each of the consolidated
        statements of income, stockholders’ equity and cash flows (including any related
        notes and schedules thereto) fairly presents the results of operations, cash
        flows and changes in stockholders’ equity, as the case may be, of the Company
        for the periods to which they relate, in each case in accordance with GAAP
        consistently applied during the periods involved. Comiskey is independent
        as to
        the Company in accordance with the rules and regulations of the SEC. The
        books
        and records of the Company have been, and are being, maintained in all material
        respects in accordance with GAAP and any other applicable legal and accounting
        requirements and reflect only actual transaction. The Company has not received
        any letters of comments from the SEC relating to any filing made by the Company
        with the SEC which has not been addressed by an amended filing, and each
        amended
        filing fully responds to the questions raised by the staff of the SEC. The
        Company maintains disclosure controls and procedures that are effective to
        ensure that information required to be disclosed by the Company in its annual
        and quarterly reports filed with the SEC is accumulated and communicated
        to the
        Company’s management, including its principal executive and financial officers
        as appropriate, to allow timely decisions regarding required disclosure.
        There
        were no significant changes in the Company’s internal controls or other factors
        that could significantly affect such controls subsequent to December 31,
        2006.
        The Company has not received any advice from Comiskey to the effect that
        there
        is any significant deficiency or material weakness in the Company’s controls or
        recommending any corrective action on the part of the Company or any Subsidiary.
        The Company does not have any contingent liabilities.

       

      4.7 Compliance
        with Applicable Laws.
        Neither
        the Company nor any Subsidiary nor any Related Party is in violation of,
        or, to
        the knowledge of the Company is under investigation with respect to or has
        been
        given notice or has been charged with the violation of, any Law of a
        governmental agency, except for violations which individually or in the
        aggregate do not have a Material Adverse Effect. 

       

      
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          PURCHASE AGREEMENT BETWEEN 

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          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      4.8 Brokers.
        Except
        as set forth on Schedule 4.8, no broker, finder or investment banker is entitled
        to any brokerage, finder’s or other fee or commission in connection with the
        transactions contemplated by this Agreement based upon arrangements made
        by or
        on behalf of the Company.

       

      4.9 SEC
        Documents.
        The
        Investors acknowledge that the Company is a publicly held company and has
        made
        available to the Investors upon request true and complete copies of any
        requested SEC Documents. The Company has registered its Common Stock pursuant
        to
        Section 12(d) of the 1934 Act, and the Common Stock is quoted and traded
        on the
        OTC Bulletin Board of the National Association of Securities Dealers, Inc.
        The
        Company has received no notice, either oral or written, with respect to the
        continued quotation or trading of the Common Stock on the OTC Bulletin Board.
        The Company has not provided to the Investor any information that, according
        to
        applicable law, rule or regulation, should have been disclosed publicly prior
        to
        the date hereof by the Company, but which has not been so disclosed. As of
        their
        respective dates, the SEC Documents complied in all material respects with
        the
        requirements of the 1934 Act, and rules and regulations of the SEC promulgated
        thereunder and the SEC Documents did not contain any untrue statement of
        a
        material fact or omit to state a material fact required to be stated therein
        or
        necessary in order to make the statements therein, in light of the circumstances
        under which they were made, not misleading.

       

      4.10 Litigation.
        To the
        knowledge of the Company, no litigation, claim, or other proceeding before
        any
        court or governmental agency is pending or to the knowledge of the Company,
        threatened against the Company, the prosecution or outcome of which may have
        a
        Material Adverse Effect.

       

      4.11 Employment
        Agreements.
        Except
        as disclosed in the Company’s Form 10-KSB for the year ended December 31, 2006
        or as otherwise disclosed pursuant to this Agreement, the Company does not
        have
        any agreement or understanding with any officer or director, and there has
        been
        no material change in the compensation of any officer and director from that
        shown in said Form 10-KSB.

       

      4.12 Exemption
        from Registration.
        Subject
        to the accuracy of the Investors’ representations in Article V of this
        Agreement, except as required pursuant to the Registration Rights Agreement,
        the
        sale of the Note by the Company to the Investor or the issuance of Series
        A
        Preferred Stock or Common Stock and Warrants will not require registration
        under
        the 1933 Act. When issued upon conversion of the Notes or the Series A Preferred
        Stock, as the case may be, or upon exercise of the Warrants in accordance
        with
        their terms, the Shares underlying the Preferred Stock and the Warrants will
        be
        duly and validly authorized and issued, fully paid, and non-assessable. The
        Company is issuing Notes, and upon conversion of the Notes, the Preferred
        Stock
        and the Warrants in accordance with and in reliance upon the exemption from
        securities registration afforded, inter alia, by Rule 506 under Regulation
        D as
        promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933
        Act.

       

      4.13 No
        General Solicitation or Advertising in Regard to this
        Transaction.
        Neither
        the Company nor any of its Affiliates nor, to the knowledge of the Company,
        any
        Person acting on its or their behalf (i) has conducted or will conduct any
        general solicitation (as that term is used in Rule 502(c) of Regulation D
        as
        promulgated by the SEC under the 1933 Act) or general advertising with respect
        to the sale of the Preferred Stock or Warrants, or (ii) made any offers or
        sales
        of any security or solicited any offers to buy any security under any
        circumstances that would require registration of the Notes, Series A Preferred
        Stock, Common Stock or Warrants, under the 1933 Act, except as required
        herein.

       

      
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          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      4.14 No
        Material Adverse Effect.
        Since
        December 31, 2006, no event or circumstance resulting in a Material Adverse
        Effect has occurred or exists with respect to the Company, any Subsidiary
        or any
        Related Party. No material supplier or customer has given notice, oral or
        written, that it intends to cease or reduce the volume of its business with
        the
        Company, any Subsidiary or any Related Party from historical levels. Since
        December 31, 2006, no event or circumstance has occurred or exists with respect
        to the Company, any Subsidiary or any Related Party, that, under any applicable
        law, rule or regulation, requires or would require, public disclosure or
        announcement prior to the date hereof by the Company but which has not been
        so
        publicly announced or disclosed in writing to the Investor.

       

      4.15 Material
        Non-Public Information.
        The
        Company has not disclosed to the Investors any material non-public information
        that (i) if disclosed, would reasonably be expected to have a material effect
        on
        the price of the Common Stock or (ii) according to applicable law, rule or
        regulation, should have been disclosed publicly by the Company prior to the
        date
        hereof but which has not been so disclosed.

       

      4.16 Internal
        Controls And Procedures.
        The
        Company and its Subsidiaries and each of the Related Parties maintain books
        and
        records and internal accounting controls which provide reasonable assurance
        that
        (i) all transactions to which the Company or any Subsidiary or any Related
        Party
        is a party or by which their respective properties are bound are executed
        with
        management’s authorization; (ii) the recorded accounting of the Company’s, any
        Subsidiary’s or any Related Party’s consolidated assets is compared with
        existing assets at regular intervals; (iii) access to the Company’s, any
        Subsidiary’s or any Related Party’s consolidated assets is permitted only in
        accordance with management’s authorization; and (iv) all transactions to which
        the Company or any Subsidiary or any Related Party is a party or by which
        any of
        their respective properties are bound are recorded as necessary to permit
        preparation of the financial statements of the Company and the Related Companies
        individually (unless the financial condition and results of operations and
        cash
        flows are consolidated with those of the Company under GAAP) in accordance
        with
        GAAP.

       

      4.17 Non-Competition
        Agreement.
        Each of
        the Company’s executive officers shall have entered into an agreement with the
        Company pursuant to which they agree that, to the maximum extent permitted
        by
        law, the Company’s executive officers shall not be involved in any business
        venture, whether as an officer, director, partner, manager, lender, guarantor,
        consultant or any other capacity in any business which competes with or is
        similar in nature to the Company in China. To the extent that the provisions
        of
        this Section 4.17 are not enforceable under applicable law, the non-competition
        agreement shall provide that it shall be deemed to restrict the executive
        officers only to the maximum extent permitted by law. A copy of a true and
        correct English translation of each of these agreements has been provided
        to the
        Investors.

       

      4.18 Full
        Disclosure.
        No
        representation or warranty made by the
        Company in
        this
        Agreement and no certificate or document furnished or to be furnished to
        the
        Investor pursuant to this Agreement contains or will contain any untrue
        statement of a material fact, or omits or will omit to state a material fact
        necessary to make the statements contained herein or therein not
        misleading.

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      Article
        5

       

      REPRESENTATIONS
        AND WARRANTIES OF THE INVESTORS

       

      Each
        Investor severally and not jointly represents and warrants to the Company
        that:

       

      5.1 Concerning
        the Investors.
        The
        state in which any offer to purchase shares hereunder was made or accepted
        by
        such Investor is the state shown as such Investor’s address. The Investor was
        not formed for the purpose of investing solely in the Securities.

       

      5.2 Authorization
        and Power.
        The
        Investor has the requisite power and authority to enter into and perform
        this
        Agreement and to purchase the securities being sold to it hereunder. The
        execution, delivery and performance of this Agreement by the Investor and
        the
        consummation by the Investor of the transactions contemplated hereby have
        been
        duly authorized by all necessary partnership action where appropriate. This
        Agreement, the Registration Rights Agreement and the Closing Escrow Agreement
        have been duly executed and delivered by such Investor and at the Closing
        shall
        constitute valid and binding obligations of such Investor enforceable against
        the Investor in accordance with their terms, except as such enforceability
        may
        be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
        liquidation, conservatorship, receivership or similar laws relating to, or
        affecting generally the enforcement of, creditors’ rights and remedies or by
        other equitable principles of general application.

       

      5.3 No
        Conflicts.
        The
        execution, delivery and performance of this Agreement and the consummation
        by
        such Investor of the transactions contemplated hereby or relating hereto
        do not
        and will not (i) result in a violation of such Investor’s charter documents or
        bylaws where appropriate or (ii) conflict with, or constitute a default (or
        an
        event which with notice or lapse of time or both would become a default)
        under,
        or give to others any rights of termination, amendment, acceleration or
        cancellation of any agreement, indenture or instrument to which such Investor
        is
        a party, or result in a violation of any law, rule, or regulation, or any
        order,
        judgment or decree of any court or governmental agency applicable to such
        Investor or its properties (except for such conflicts, defaults and violations
        as would not, individually or in the aggregate, have a Material Adverse Effect
        on such Investor). The Investor is not required to obtain any consent,
        authorization or order of, or make any filing or registration with, any court
        or
        governmental agency in order for it to execute, deliver or perform any of
        such
        Investor’s obligations under this Agreement or to purchase the securities from
        the Company in accordance with the terms hereof, provided that for purposes
        of
        the representation made in this sentence, the Investor is assuming and relying
        upon the accuracy of the relevant representations and agreements of the Company
        herein.

       

      5.4 Financial
        Risks.
        Such
        Investor acknowledges that such Investor is able to bear the financial risks
        associated with an investment in the securities being purchased by such Investor
        from the Company and that it has been given full access to such records of
        the
        Company and its Subsidiaries and to the officers of the Company and its
        Subsidiaries as it has deemed necessary or appropriate to conduct its due
        diligence investigation. Such Investor is capable of evaluating the risks
        and
        merits of an investment in the securities being purchased by the Investor
        from
        the Company by virtue of its experience as an investor and its knowledge,
        experience, and sophistication in financial and business matters and the
        Investor is capable of bearing the entire loss of its investment in the
        securities being purchased by the Investor from the Company.

       

      
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      5.5 Accredited
        Investor.
        The
        Investor is (i) an “accredited investor” as that term is defined in Rule 501 of
        Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and
        (6),
        (ii) experienced in making investments of the kind described in this Agreement
        and the related documents, (iii) able, by reason of the business and financial
        experience of its officers (if an entity) and professional advisors (who
        are not
        affiliated with or compensated in any way by the Company or any of its
        affiliates or selling agents), to protect its own interests in connection
        with
        the transactions described in this Agreement, and the related documents,
        and
        (iv) able to afford the entire loss of its investment in the securities being
        purchased by the Investor from the Company. 

       

      5.6 Brokers.
        No
        broker, finder or investment banker is entitled to any brokerage, finder’s or
        other fee or Commission in connection with the transactions contemplated
        by this
        Agreement based upon arrangements made by or on behalf of such Investor.
        Such
        Investor understands that any obligations under agreements or arrangements
        with
        brokers disclosed in Schedule 4.8 are obligations of the Company.

       

      5.7 Knowledge
        of Company.
        Such
        Investor and such Investor’s advisors, if any, have been, upon request,
        furnished with all materials relating to the business, finances and operations
        of the Company and materials relating to the offer and sale of the securities
        being purchased by such Investor from the Company. Such Investor and such
        Investor’s advisors, if any, have been afforded the opportunity to ask questions
        of the Company and have received complete and satisfactory answers to any
        such
        inquiries.

       

      5.8 Risk
        Factors.
        Each
        Investor understands that such Investor’s investment in the securities being
        purchased by such Investor from the Company involves a high degree of risk.
        Such
        Investor understands that no United States federal or state agency or any
        other
        government or governmental agency has passed on or made any recommendation
        or
        endorsement of the securities being purchased by the Investor from the Company.
        Such Investor warrants that such Investor is able to bear the complete loss
        of
        such Investor’s investment in the securities being purchased by the Investor
        from the Company.

       

      5.9 Full
        Disclosure.
        No
        representation or warranty made by such Investor in this Agreement and no
        certificate or document furnished or to be furnished to the Company pursuant
        to
        this Agreement contains or will contain any untrue statement of a material
        fact,
        or omits or will omit to state a material fact necessary to make the statements
        contained herein or therein not misleading. Except as set forth or referred
        to
        in this Agreement, Investor does not have any agreement or understanding
        with
        any person relating to acquiring, holding, voting or disposing of any equity
        securities of the Company.

       

      Article
        6

       

      COVENANTS
        OF THE COMPANY

       

      6.1 Registration
        Rights.
        The
        Company shall cause the Registration Rights Agreement to remain in full force
        and effect according to the provisions of the Registration Rights Agreement
        and
        the Company shall comply in all material respects with the terms thereof.
        The
        Company does not have any agreement or obligation which would enable any
        Person
        to include securities in any registration statement required to be filed
        on
        behalf of the Investors pursuant to the Registration Rights Agreement and
        will
        not take any action which will give any Person any right to include securities
        in any such registration statement. Except as contemplated by the Registration
        Rights Agreement, no Person has any demand or piggyback registration right
        with
        respect to any securities of the Company. The Company will not file any
        registration statement covering any shares of Common Stock issuable to any
        officers, directors, Affiliates of or consultants to the Company until the
        earlier of (a) thirty (30) months from the Closing Date or (b) the Restriction
        Termination Date at 90%; provided, however, that the Company may file a
        registration statement on Form S-8 for shares issued or issuable pursuant
        to
        employee stock option plans for employees who are not officers, directors
        or
        Affiliates of the Company.

      
         

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      6.2 Reservation
        of Common Stock.
        As of
        the date hereof, the Company has reserved and the Company shall continue
        to
        reserve and keep available at all times, free of preemptive rights, the maximum
        number of shares of Common Stock for the purpose of enabling the Company
        to
        issue the shares of Common Stock underlying the Notes, Series A Preferred
        Stock
        and Warrants. 

       

      6.3 Compliance
        with Laws.
        The
        Company hereby agrees to comply and to cause each Subsidiary and each Related
        Party to comply in all respects with the Company’s reporting, filing and other
        obligations under the Laws.

       

      6.4 Exchange
        Act Registration.
        The
        Company will continue its obligation to report to the SEC under Section 12
        of
        the 1934 Act and will use its best efforts to comply in all respects with
        its
        reporting and filing obligations under the 1934 Act, and will not take any
        action or file any document (whether or not permitted by the 1934 Act or
        the
        rules thereunder) to terminate or suspend any such registration or to terminate
        or suspend its reporting and filing obligations under the 1934 until the
        Investors have disposed of all of their Shares.

       

      6.5 Corporate
        Existence; No Conflicting Agreements.
        The
        Company will take all steps necessary to preserve and continue the corporate
        existence of the Company. The Company shall not enter into any agreement,
        the
        terms of which agreement would restrict or impair the right or ability of
        the
        Company to perform any of its obligations under this Agreement or any of
        the
        other agreements attached as exhibits hereto.

       

      6.6 Listing,
        Securities Exchange Act of 1934 and Rule 144
        Requirements.

       

      6.6.1 The
        Company shall not take any action which would cause its Common Stock not
        to be
        traded on the OTC Bulletin Board, except that the Company may list the Common
        Stock on the Nasdaq Stock Market or the American or New York Stock Exchange
        if
        it meets the applicable listing requirements. If, for any time after the
        Closing, the Company is no longer in compliance with this Section 6.6.1,
        then
        the Company shall pay to the Investors as liquidated damages and not as a
        penalty, an amount equal to twelve percent (12%) per annum, based on the
        lesser
        of (a) the Purchase Price or (b) that percentage of the Purchase Price which
        the
        Unsold Shares bears to the number of shares of Common Stock initially issuable
        upon conversion of the Series A Preferred Stock sold pursuant to this Agreement.
        The Unsold Shares shall mean shares of Series A Preferred Stock with respect
        to
        which both (i) the Series A Preferred Stock has not been converted and (ii)
        the
        underlying shares of Common Stock have not been sold or otherwise transferred
        pursuant to a registration statement or Rule 144. The liquidated damages
        shall
        be payable in cash or in shares of Series A Preferred Stock, as the Company
        shall determine. If, pursuant to this Agreement, share of Series A Preferred
        Stock are to be delivered, each share of Series A Preferred Stock shall be
        valued at an amount equal to the conversion ratio, as set forth in the
        Certificate of Designation, which initially shall be one (1), multiplied
        by the
        average closing price of the Common Stock for the five (5) trading days
        preceding the date on which the computation is required to be made. Such
        damages shall be payable quarterly on the tenth (10th)
        day of
        the following calendar quarter, and shall cease at the time the Company begins
        complying with the provisions of this Section 6.6.1.

       

      
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      6.6.2 Commencing
        not later than two years from the Closing Date, the
        Company shall have caused its Common Stock to be listed on the Nasdaq Global
        Market or Nasdaq Capital Market or the New York or American Stock Exchange,
        and,
        from and after the date of such listing, the Common stock shall continue
        to be
        listed on one of such markets or exchanges until the Restriction Termination
        Date at 90%. If, for any time after the Closing and prior to the Restriction
        Termination Date at 90%, the Company is not in compliance with this Section
        6.6.2, then the Company shall pay to the Investors as liquidated damages
        and not
        as a penalty, an amount equal to six percent (6%) per annum, based on the
        lesser
        of (a) the Purchase Price or (b) that percentage of the Purchase Price which
        the
        Unsold Shares bears to the number of shares of Common Stock initially issuable
        upon conversion of the Series A Preferred Stock issued upon conversion of
        the
        Note. Notwithstanding
        the foregoing, no liquidated damages shall be payable pursuant to this Section
        6.6.2 during any period for which liquidated damages are payable pursuant
        to
        Section 6.6.1.

       

      6.6.3 Liquidated
        damages payable pursuant to Sections 6.6.1 and 6.6.2 shall be payable in
        shares
        of Series A Preferred Stock or cash, as the Investors may request. In no
        event
        shall the total liquidated damages payable pursuant to Sections 6.6.1 and
        6.6.2,
        whether in cash or Series A Preferred Stock, exceed in the aggregate twelve
        percent (12%) of the Purchase Price of the Unsold Shares that are outstanding
        as
        of the date on which a computation is being made.

       

      6.7 No
        Convertible Debt or Preferred Stock.
        On
        or
        prior to the Closing Date, the Company will cause to be cancelled or paid
        all
        convertible debt in the Company. Until the earlier of (a) four years from
        the
        Closing Date or (b) the Restriction Termination Date, the Company will not
        issue
        any convertible debt or any shares of any class or series of Preferred
        Stock.

       

      6.8 Debt
        Limitation.
        The
        Company agrees until the earlier of (a) three years after Closing Date or
        (b)
        the Restriction Termination Date at 90%, it will not have outstanding any
        debt
        in an amount greater than twice the sum of the EBITDA from continuing operations
        for the past four quarters. Nothing in this Section 6.8 shall be construed
        to
        prohibit the Company from borrowing from the Chinese government or from Chinese
        banks as long as such loans do not result in the Company being in default
        of any
        of its covenants set forth in this Article 6.

       

      6.9 Reset
        Equity Deals.
        On
        or
        prior to the Closing Date, the Company will cause to be cancelled any and
        all
        reset features related to any shares outstanding that could result in additional
        shares being issued. Until the earlier of (a) five years from the Closing
        Date
        or (b) the Restriction Termination Date, the Company will not enter into
        any
        transactions that have any reset features that could result in additional
        shares
        being issued.

       

      6.10 Independent
        Directors.
        

       

      6.10.1 The
        Company shall have caused the appointment of the majority of the board of
        directors, which shall not consist of more than nine members, to be independent
        directors, as defined by the rules
        of
        the Nasdaq Stock Market, not later than the ninety (90) days after the Closing
        Date.

      
         

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      6.10.2 If,
        at
        any time subsequent to ninety (90) days after the Closing Date until the
        earlier
        of (a) three years from the Closing or (b) the Restriction Termination Date
        at
        90%, the board of directors shall not be composed of a majority of independent
        directors:

       

      6.10.2.1 for
        a
        reason other than for an Excused Reason, the Company shall have 60 days to
        take
        such steps as are necessary so that a majority of the Company’s directors are
        independent directors, and

       

      6.10.2.2 for
        an
        Excused Reason, the Company shall have 75 days from the date that the Company
        becomes aware of the event (or the last event if there are more than one
        such
        event) giving rise to the Excused Reason, to take such steps as are necessary
        so
        that a majority of the Company’s directors are independent
        directors.

       

      6.10.3 The
        term
“Excused Reason” shall mean the death or resignation of an independent director
        or the occurrence of an event whereby an independent director ceases to be
        independent.

       

      6.10.4 From
        and
        after the Closing Date, the Company shall have a chief financial officer
        who
        speaks and understands both English and Chinese and is familiar with GAAP
        (a
“qualified CFO”), who may serve on a part time basis until three months after
        the Closing Date, by which time the Company shall have a full-time qualified
        CFO. In the event that at any time subsequent to the Closing Date the Company
        fails to have a qualified CFO, the Company shall, within 60 days from the
        date
        that the Company ceases to have a qualified CFO, hire a qualified CFO. If
        the
        Company shall not be able to hire a qualified CFO promptly upon the resignation
        or termination of employment of the former chief financial officer, the Company
        may engage an accountant or accounting firm to perform the duties of the
        chief
        financial officer until a qualified CFO can be hired. In no event shall the
        Company either (i) fail to file an annual, quarter or other report in a timely
        manner because of the absence of a qualified CFO, or (ii) not have a person
        who
        can make the statements and sign the certifications required to be filed
        in an
        annual or quarterly report under the 1933 Act.

       

      6.10.5 If,
        at
        the time set forth in Section 6.10.1, or during the period referred to in
        Section 6.10.2 of this Agreement, the Company shall have failed to have a
        board
        of directors composed of a majority of independent directors after the date
        by
        which such situation was to have been cured pursuant to Section 6.10.2.1
        or
        Section 6.10.2.2 of this Agreement, whichever shall apply, or if the Company
        shall have failed to file an annual or quarterly report in a timely manner
        because of the absence or lack of a qualified CFO, the Company shall pay
        to the
        Investors, as liquidated damages and not as a penalty, an amount equal to
        twelve
        percent (12%) per annum of the Purchase Price of the then outstanding shares
        of
        Series A Preferred Stock, payable monthly on the tenth (10th)
        day of
        the following month, in cash or in Series A Preferred Stock at the option
        of the
        Investors, based on the number of days that such condition exists beyond
        the
        applicable grace period. The parties agree that the only damages payable
        for a
        violation of such provisions shall be such liquidated damages. The parties
        hereto agree that the liquidated damages provided for in this Section 6.10.5
        constitute a reasonable estimate of the damages that may be incurred by the
        Investors by reason of the failure of the Company to have a majority of
        directors as independent directors. If the Company fails to comply with Section
        6.10.1, the period for measuring liquidated damages pursuant to this Section
        6.10.5 shall commence at the end of the 90 day period referred to therein
        and
        continue until the Company shall have a majority of independent directors,
        and
        the grace periods allowed by Section 6.10.2 shall not apply.

       

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      6.10.6 In
        no
        event shall the total payments made pursuant to this Section 6.10 and Section
        6.11, whether in cash or Series A Preferred Stock exceed in the aggregate
        twelve
        percent (12%) of the Purchase Price of the shares of Series A Preferred Stock
        that are outstanding as of the date on which a computation is being
        made.

       

      6.10.7 Within
        three months from the Closing Date, the Company shall hire a bilingual (English
        and Chinese) technical sales person at the level which is not less than that
        of
        a vice president.

       

      6.11 Independent
        Directors; Committees.  No
        later
        than ninety (90) days after the Closing Date, the Company will have an audit
        committee comprised solely of not less than three independent directors and
        a
        compensation committee comprised of not less than three directors, a majority
        of
        whom are independent directors. Further, if the Company shall form an executive
        or nominating committee or any other committee, a majority of the members
        of
        such committee shall be independent directors. If at any time subsequent
        to the
        Closing Date during the period when the Company is required to have a majority
        of independent directors pursuant to Section 6.10 of this Agreement, independent
        directors do not comprise all of the members of the audit committee and a
        majority of the members of the compensation committee or any other committee
        within the grace periods provided in Section 6.10, the Company shall pay
        to the
        Investors, as liquidated damages and not as a penalty, an amount equal to
        twelve
        percent (12%) per annum of the Purchase Price of the then outstanding Series
        A
        Preferred Stock payable in the manner and at the time provided in Section
        6.10,
        such payment shall be based on the number of days that such condition exists.
        The parties agree that the only damages payable for a violation of the terms
        of
        this Agreement with respect to which liquidated damages are expressly provided
        shall be such liquidated damages. Notwithstanding the foregoing, no liquidated
        damages shall be payable pursuant to this Section 6.11 during any period
        for
        which liquidated damages are payable pursuant to Section 6.10.

       

      6.12 Use
        of Proceeds.
        The
        Company will use the net proceeds from the sale of the Securities, after
        payment
        of legal fees and other closing costs, including a payment of not more than
        $625,000 in connection with the reverse acquisition, $400,000 to a stockholder
        as previously approved by the Investors, and to provided funds for
        Greenpower to purchase and own new equipment in accordance with a schedule
        previously provided to the Investors, with Greenpower having the right to
        permit
        the PRC Companies to use the equipment in connection with Greenpower’s business.
        The Company shall also allocate $200,000 which will be retained in escrow,
        of
        which $100,000 shall be allocated to pay the Company’s anticipated obligations
        to its investor relations firm and $100,000 shall be retained for the payment
        of
        professional fees payable subsequent to the Closing. In addition, not less
        than
        75% of the proceeds from the exercise of warrants shall be used by Greenpower
        to
        purchase scheduled assets and equipment for use in its business. Neither
        the
        Company nor any Subsidiary shall use any portion of the proceeds from the
        sale
        of the Notes or the exercise of the Warrants to make any payment to either
        of
        the PRC Companies except as for the purchase of capital in a transaction
        in
        which all of the proceeds of such purchase are used by the PRC Companies
        for the
        manufacture of products to be sold by Greenpower.

      
         

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      6.13 Right
        of First Refusal.

       

      6.13.1 Until
        the
        earlier of (i) three years from the date of this Agreement or (ii) such time
        as
        the Investors, as a group, cease to own at least five percent (5%) of the
        total
        number of shares of Common Stock that were issued or are issuable upon
        conversion of Series A Preferred Stock that were initially issued to the
        Investors, in the event that the Company seeks to raise additional funds
        through
        a
        private
        placement of its securities (a “Proposed
        Financing”),
        other
        than Exempt Issuances, each Investor shall have the right to participate
        in any
        subsequent funding by the Company of the offering price on a pro rata basis,
        based on the percentage that (a) the number of such Investor’s Percentage
        Shares, without regard to the 4.9% Limitation but excluding shares of Common
        Stock issuable upon exercise of Warrants, bears to (b) the total number of
        shares of Common Stock outstanding plus the number of Shares issuable upon
        conversion of the Series A Preferred Stock and any other series of convertible
        preferred stock or debt securities, without regard to the 4.9% Limitations
        any
        other limitations on exercise such other convertible preferred stock or debt
        securities. This Section 6.13 shall apply to each such offering based on
        the
        total purchase price of the securities being offered by the Company. This
        right
        is personal to the Investors and is not transferable, whether in connection
        with
        the sale of stock or otherwise.

       

      6.13.2 The
        terms
        on which the Investors shall purchase securities pursuant to Proposed Financing
        shall be the same as such securities are purchased by other investors. The
        Company shall give the Investors the opportunity to participate in the offering
        by giving the Investors not less than ten (10) days notice setting forth
        the
        terms of the Proposed Financing. In the event that the terms of the Proposed
        Financing are changed in a manner which is more favorable to the potential
        investor, the Company shall provide the Investors, at the same time as the
        notice is provided to the other potential investors, with a new ten (10)
        day
        notice setting forth the revised terms that are provided to the other potential
        investors.

       

      6.13.3 In
        the
        event that the Investors does not exercise its right to participate in the
        Proposed Financing within the time limits set forth in Section 6.13.2 of
        this
        Agreement, the Company may sell the securities in the Proposed Financing
        at a
        price and on terms which are no more favorable to the investors than the
        terms
        provided to the Investors. If the Company subsequently changes the price
        or
        terms so that the price is more favorable to the investors or so the terms
        are
        more favorable to the investors, the Company shall provide the Investors
        with
        the opportunity to purchase the securities on the revised terms in the manner
        set forth in Section 6.13.2
        of this
        Agreement.

       

      6.14 Price
        Adjustment.
        From
        the
        Closing Date until such time as the Restriction Termination Date, except
        for Exempt Issuances, as to which this Section
        6.14
        does not
        apply, if the Company closes on the sale or issuance of Common Stock at a
        price,
        or warrants, options, convertible
        debt or
        equity securities with a exercise price per share or exercise price per share
        which is less than the Conversion Price, as defined in the Note and the
        Certificate of Designation, then in effect (such lower sales price, conversion
        or exercise price, as the case may be, being referred to as the “Lower Price”),
        the Conversion Price in effect from and after the date of such transaction
        shall
        be reduced to the Lower Price. For purpose of determining the exercise price
        of
        warrants issued by the Company, the price, if any, paid per share for the
        warrants shall be added to the exercise price of the warrants. A similar
        provision shall be included in the Warrants.

       

      6.15 Deliveries
        from Escrow Based on Pre-Tax Earnings Per Share.

       

      6.15.1 At
        the
        Closing, pursuant to the Closing Escrow Agreement, the Company shall deliver
        to
        the Escrow Agent 14,787,135 shares of Series A Preferred Stock. 

       

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      6.15.2 In
        the
        event the Company’s consolidated Pre-Tax Earning per share, on a fully-diluted
        basis, for the year ended December 31, 2007 or 2008 is less than the amount
        per
        share hereinafter provided (the “Target
        Number”),
        the
        percentage shortfall shall be determined by dividing the amount of the shortfall
        by the applicable Target Number. The Target Number for 2007 shall be $0.08316
        per share, and the Target Number for 2008 shall be $0.13131 per
        share.

       

      6.15.3 If
        the
        percentage shortfall for 2007 is equal to or greater than fifty percent (50%),
        then the Escrow Agent shall deliver the 14,787,135 shares of Series A Preferred
        Stock to the Investors in the ratio of their initial purchase of
        Securities.

       

      6.15.4 If
        the
        percentage shortfall for 2007 is less than fifty percent (50%), then the
        adjustment percentage shall be determined. The adjustment percentage shall
        mean
        the percentage that the percentage shortfall bears to fifty percent (50%).
        The
        Escrow Agent shall deliver to the Investors in the ratio of their initial
        purchase of Securities such number of shares of Series A Preferred Stock
        as is
        determined by multiplying the adjustment percentage by 14,787,135 shares
        and
        retain the balance. For example, if the percentage shortfall is 20%, the
        adjustment percentage would be 40%, and 40% of the 14,787,135 shares of Series
        A
        Preferred Stock, or 5,914,854 shares, would be delivered to the Investors,
        with
        the balance being retain by the Escrow Agent.

       

      6.15.5 If
        the
        percentage shortfall for 2008 is equal to or greater than fifty percent (50%),
        then the Escrow Agent shall deliver all of the shares of Series A Preferred
        Stock then held by the Escrow Agent to the Investors in the ratio of their
        initial purchase of Securities.

       

      6.15.6 If
        the
        percentage shortfall for 2008 is less than fifty percent (50%), then the
        adjustment percentage for 2008 shall be determined. The adjustment percentage
        shall mean the percentage that the percentage shortfall bears to fifty percent
        (50%). The maximum number of shares to be delivered shall be determined by
        multiplying the adjustment percentage by 14,787,135 shares. The number of
        shares
        to be delivered to the Investors shall be the lesser of the number of shares
        of
        Series A Preferred Stock then held by the Escrow Agent or the number of shares
        determined by the preceding sentence. The Escrow Agent shall deliver to the
        Investors the number of shares of Series A Preferred Stock as is determined
        pursuant to this Section 6.15.6 in the ratio of their initial purchase of
        Securities. 

       

      6.15.7 For
        purpose of determining Pre Tax Earning Per Share on a fully-diluted basis,
        all
        shares of Common Stock issuable upon conversion of convertible securities
        and
        upon exercise of warrants and options (whether or not vested) shall be deemed
        to
        be outstanding, regardless of whether (i) such shares are treated as outstanding
        for determining diluted earnings per share under GAAP, (ii) such securities
        are
“in the money,” or (iii) such shares may be issued as a result of the 4.9%
        Limitation; provided, however, that none of the shares of Series A Preferred
        Stock held in escrow pursuant to this Section 6.15 nor the shares of Common
        Stock issuable upon conversion of such Series A Preferred Stock shall be
        deemed
        outstanding for purpose of this Section 6.15.

       

      6.15.8 The
        distribution of shares of Series A Preferred Stock pursuant to this Section
        6.15
        shall be made within five (5) business days after the Company files its Form
        10-KSB with the SEC for the applicable year. In the event that the Company
        does
        not file its Form 10-KSB for the year ended December 31, 2007 or 2008 with
        the
        SEC within thirty (30) days after the date that filing was required, after
        giving effect to any extension pursuant to Rule 12b-25 of the Exchange Act,
        all
        of the 3,700,000 shares of Series A Preferred Stock shall be delivered to
        the
        Investors.

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      6.15.9 Notwithstanding
        the forgoing provisions, since the Company does not presently have authorized
        Preferred Stock, at the Closing, in lieu of the 14,787,135 shares of Series
        A
        Preferred Stock to be delivered pursuant to Section 6.15.9 and the 10,000,000
        shares of Series A Preferred Stock to be delivered pursuant to Section 6.25,
        the
        Company shall deliver to the Escrow Agent the Company’s 6% convertible
        promissory note due March 31, 2008, in the principal amount of $3,000,000
        (the
“Make-Good
        Note”),
        which
        shall automatically convert into 24,787,135 shares of Series A Preferred
        Stock
        upon the filing of the Restated Articles and the Certificate of Designation;
        provided, that if the Restated Articles and the Certificate of Designation
        shall
        not have been filed by the maturity date, the Make-Good Note shall automatically
        convert into 24,787,135 shares of Common Stock.

       

      6.15.10 The
        parties understand that, pursuant to the Closing Escrow Agreement, the Escrow
        Agent will not make any deliveries of shares without the signed written
        instructions from the Company and the Investors.

       

      6.16 Insider
        Selling.
        No
Restricted
        Stockholders may sell any shares of Common Stock in the public market prior
        to
        the earlier of 27 months from the Closing Date or the Restriction Termination
        Date; provided, however, that if any Restricted Stockholder who is director
        and
        not an executive officer of the Company shall cease to be a director, such
        Person may sell not more than a total of 50,000 shares of Common Stock in
        the
        public market during the period set forth in this sentence. Restricted
        Stockholders shall mean any Person who is an officer, director or Affiliate
        of
        the Company or who becomes an officer or director of the Company subsequent
        to
        the Closing Date. Without
        limiting the generality of the foregoing, the Restricted Stockholders shall
        not
        to directly or indirectly offer to sell, grant an option for the purchase
        or
        sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber
        or dispose of any securities in the Company in a transaction which is not
        in the
        public market unless the transferee agrees to be bound by the provisions
        of this
        Section 6.16. The
        Company shall require any newly elected officer or director to agree to the
        restriction set forth in this Section 6.16. Andrew Barron Worden and the
        Investors shall not be considered Restricted Stockholders. The restrictions
        in
        this Section 6.16 shall not apply to shares issued pursuant to a stock option
        or
        long-term incentive plans which may be approved by the Compensation Committee
        provided that such committee is comprised of a majority of independent
        directors.

       

      6.17 Employment
        and Consulting Contracts.
        For
        three
        years after the Closing, the Company shall have a unanimous approval from
        the
        Compensation Committee that any awards other than salary are usual, appropriate
        and reasonable for any officer, director or consultants whose compensation
        is
        more than $100,000 per annum. This Section 6.17 does not apply to attorneys,
        accountants and other persons who provide professional services to the
        Company.

      
         

        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      6.18 Subsequent
        Equity Sales.
        From
        the
        date hereof until the Restriction Termination Date, the Company shall be
        not
        effect or enter into an agreement to effect any Subsequent Financing involving
        a
“Variable
        Rate Transaction”
or
        an
“MFN
        Transaction”
(each
        as defined below). The term “Variable
        Rate Transaction”
shall
        mean a transaction in which the Company issues or sells (i) any debt or equity
        securities that are convertible into, exchangeable or exercisable for, or
        include the right to receive additional shares of Common Stock either (A)
        at a
        conversion, exercise or exchange rate or other price that is based upon and/or
        varies with the trading prices of or quotations for the shares of Common
        Stock
        at any time after the initial issuance of such debt or equity securities,
        or (B)
        with a conversion, exercise or exchange price that is subject to being reset
        at
        some future date after the initial issuance of such debt or equity security
        or
        upon the occurrence of specified or contingent events directly or indirectly
        related to the business of the Company or the market for the Common Stock.
        The
        term “MFN
        Transaction”
shall
        mean a transaction in which the Company issues or sells any securities in
        a
        capital raising transaction or series of related transactions which grants
        to an
        investor the right to receive additional shares based upon future transactions
        of the Company on terms more favorable than those granted to such investor
        in
        such offering. Any Investor shall be entitled to obtain injunctive relief
        against the Company to preclude any such issuance, which remedy shall be
        in
        addition to any right to collect damages. Notwithstanding the foregoing,
        this
        Section 6.18 shall not apply in respect of an Exempt Issuance, except that
        no
        Variable Rate Transaction or MFN Transaction shall be an Exempt
        Issuance.

       

      6.19 Restated
        Certificate. The
        Company’s board of directors has approved the Restated Certificate. The Company
        shall promptly, but not later than thirty (30) days after the Closing Date,
        file
        the Proxy Statement with the SEC, and shall mail the Proxy Statement to
        stockholders within five (5) business days after the SEC has completed its
        review of the Proxy Statement, of, if the SEC does not review the Proxy
        Statement, within fifteen (15) business days after the Proxy Statement is
        filed
        with the SEC.
        The
        Company shall schedule an annual or special meeting of stockholders as soon
        as
        possible, but not later than twenty five (25) days after the Proxy Statement
        is
        mailed to stockholders. The Company shall file the Restated Certificate with
        the
        Secretary of State of the State of Delaware promptly, but not later than
        three
        (3) business days after the meeting of stockholders at which the Restated
        Certificate is approved. Wu Jianhua, Tang Lihua and Ren Yunxia each agree
        to
        vote in favor of the Restated Certificate.

       

      6.20 Stock
        Splits.
        All
        forward and reverse stock splits shall effect all equity and derivative holders
        proportionately.

       

      6.21 Retention
        of Investor Relations Firm.
        The
        Company shall instruct the Escrow Agent to retain $100,000 of the proceeds
        of
        the sale of the Securities to be utilized for payment to investor relations
        firms. The Company shall retain an investor relations firm within 30 days
        after
        the Closing Date.

       

      6.22 Payment
        of Due Diligence Expenses.
        At
        Closing the Escrow Agent shall disperse to Barron the sum of $30,000.00 for
        its
        due diligence expenses.

       

      6.23 No
        Outside Interests.
        Until
        the Restriction Termination Date, the Company’s chairman and chief executive
        officer will devote their full time and attention to the business of the
        Company
        and shall not have any business interests or activities other than
        as chairman or chief executive officer, as the case may be, except that
        he or she may devote time, which shall not be material and which shall not
        interfere with his or her duties as the Company’s chairman or chief
        executive officer, as the case may be, to personal passive investments and
        charitable and community activities. Furthermore, none of the PRC Company
        Stockholders shall have any interests or engage in any business which is
        directly or indirectly competitive with that of the Company or any Related
        Party.

       

      6.24 No
        Waiver of Non-Competition Obligations.
        Until
        the Restriction Termination Date, the Company shall not waive the obligations
        of
        its executive officers pursuant to the non-competition agreements described
        in
        Section 4.17 of this Agreement.

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      6.25 Issuance
        of Additional Shares based on Tax Obligations.
        The
        Company has represented to the Investors that neither the Company nor any
        Subsidiary nor any Related Party has any tax liabilities or obligations to
        the
        government of the PRC or any PRC governmental authority or taxing agency,
        and
        that all previously accrued taxes have been forgiven in accordance with the
        laws
        of the PRC. In the event that, based on the Company’s audited financial
        statements for the year ended December 31, 2007 or 2008, the Company or any
        of
        its Subsidiaries or any Related Company owes taxes to any such government
        or
        government agency for any period ended on or prior to September 30, 2007 (the
“Covered
        Period”),
        the
        Company shall issue to the Investors, in proportion to their investment,
        four
        shares of Series A Preferred Stock for each US$1.00 of tax liability shown
        on
        the balance sheet or owed or paid by any of the Company, any Subsidiary or
        any
        Related Company to any such government or government agency relating to the
        Covered Period; provided, however, that in no event shall the number of shares
        of Series A Preferred Stock issuable pursuant to this Section 6.25 exceed
        10,000,000 shares. Such shares shall be delivered not later than five days
        after
        the Company’s Form 10-KSB for the each of the years ended December 31, 2007 and
        2008 with respect to any tax payment or accruals covered by this Section
        6.25
        for such year; provided, however, that if the Company shall not have filed
        its
        Form 10-KSB for 2008 within 45 days after such form is required to be filed,
        the
        Company shall issue to the Investors, 10,000,000 shares of Series A Preferred
        Stock. In the event that more than 10,000,000 shares are due, the excess
        shall
        be taken from the 14,787,135 shares of series A preferred stock held in escrow
        pursuant to the Section 6.15 of this Agreement. Notwithstanding the foregoing,
        if, at any time prior to the completion of the audit for 2007 or 2008 it
        shall
        be determined that the Company, any Subsidiaries or any Related Party has
        any
        tax obligation or pays or accrued any taxes relating to the Covered Period,
        the
        payment pursuant to this Section 6.25 shall be made at that time. If a final
        settlement shall have been made, after making delivery of shares to the
        Investors pursuant to this Section 6.25, the Company’s obligations under this
        Section 6.25 shall terminate, otherwise, the Company’s obligations set forth in
        this Section 6.25 shall continue as herein provided. The Company shall, at
        the
        Closing, deliver a certificate for 10,000,000 shares of Series A Preferred
        Stock, which shall be issued in the name of the Escrow Agent, pursuant to
        the
        Closing Escrow Agreement. Any shares not delivered to the Investors pursuant
        to
        this Section 6.25 shall be returned to the Company and cancelled at such
        time as
        the Company’s obligations under this Agreement terminate.

       

      6.26 No
        Loans or Advances.
        Until
        the first to occur of three years from the Closing Date or the Restriction
        Termination Date at 90%, the Company and its Subsidiaries will not make,
        and
        will use their commercially reasonable best efforts to ensure that no PRC
        Company shall make, any loans, advances or other extensions of credit to
        the
        executive officers or directors of the Company, any Subsidiary or any Related
        Company or any family member or Affiliate of any of such executive officers
        or
        directors. 

       

      Article
        7

       

      COVENANTS
        OF THE INVESTOR

       

      Each
        Investor, severally and not jointly, covenants and agrees with the Company
        as
        follows: 

       

      7.1 Compliance
        with Law.
        Each
        Investor’s trading activities with respect to shares of the Company’s Common
        Stock will be in compliance with all applicable state and federal securities
        laws, rules and regulations and rules and regulations of any public market
        on
        which the Company’s Common Stock is listed. 

      
         

        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
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      7.2 Transfer
        Restrictions. The
        Investor’s acknowledge that (a) the Preferred Stock, Warrants and Shares
        underlying the Preferred Stock and Warrants have not been registered under
        the
        provisions of the 1933 Act, and may not be transferred unless (i) subsequently
        registered thereunder or (ii) the Investor shall have delivered to the Company
        an opinion of counsel, reasonably satisfactory in form, scope and substance
        to
        the Company, to the effect that the Preferred Stock, Warrants and Shares
        underlying the Notes and Warrants to be sold or transferred may be sold or
        transferred pursuant to an exemption from such registration; and (b) any
        sale of
        the Shares underlying the Preferred Stock and Warrants made in reliance on
        Rule
        144 promulgated under the 1933 Act may be made only in accordance with the
        terms
        of said Rule and further, if said Rule is not applicable, any resale of such
        securities under circumstances in which the seller, or the person through
        whom
        the sale is made, may be deemed to be an underwriter, as that term is used
        in
        the 1933 Act, may require compliance with some other exemption under the
        1933
        Act or the rules and regulations of the SEC thereunder. Each Investor agrees
        that until the Restriction Termination Date it will not sell the Common Stock
        short or effect any sales based upon market-based metrics.

       

      7.3 Restrictive
        Legend. Each
        Investor acknowledges and agrees that the Securities and the Shares shall
        bear a
        restrictive legend and a stop-transfer order may be placed against transfer
        of
        any such Securities except that the requirement for a restrictive legend
        shall
        not apply to Shares sold pursuant to a current and effective registration
        statement or a sale pursuant Rule 144 or any successor rule.

       

      Article
        8

       

      CONDITIONS
        PRECEDENT TO THE COMPANY’S OBLIGATIONS

       

      The
        obligation of the Company to consummate the transactions contemplated hereby
        shall be subject to the fulfillment, on or prior to Closing Date, of the
        following conditions:

       

      8.1 No
        Termination.
        This
        Agreement shall not have been terminated pursuant to Article 10
        hereof.

       

      8.2 Representations
        True and Correct.
        The
        representations and warranties of the Investors contained in this Agreement
        shall be true and correct in all material respects on and as of the Closing
        Date
        with the same force and effect as if made on as of the Closing
        Date.

       

      8.3 Compliance
        with Covenants.
        The
        Investors shall have performed and complied in all material respects with
        all
        covenants, agreements, and conditions required by this Agreement to be performed
        or complied by it prior to or at the Closing Date.

       

      8.4 No
        Adverse Proceedings.
        On the
        Closing Date, no action or proceeding shall be pending by any public authority
        or individual or entity before any court or administrative body to restrain,
        enjoin, or otherwise prevent the consummation of this Agreement or the
        transactions contemplated hereby or to recover any damages or obtain other
        relief as a result of the transactions proposed hereby. 

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      Article
        9

       

      CONDITIONS
        PRECEDENT TO INVESTOR’S OBLIGATIONS

       

      The
        obligation of the Investors to consummate the transactions contemplated hereby
        shall be subject to the fulfillment, on or prior to Closing Date unless
        specified otherwise, of the following conditions:

       

      9.1 No
        Termination.
        This
        Agreement shall not have been terminated pursuant to Article 10
        hereof.

       

      9.2 Representations
        True and Correct.
        The
        representations and warranties of the Company contained in this Agreement
        shall
        be true and correct in all material respects on and as of the Closing Date
        with
        the same force and effect as if made on as of the Closing Date.

       

      9.3 Compliance
        with Covenants .
        The
        Company shall have performed and complied in all material respects with all
        covenants, agreements, and conditions required by this Agreement to be performed
        or complied by it prior to or at the Closing Date.

       

      9.4 No
        Adverse Proceedings.
        On the
        Closing Date, no action or proceeding shall be pending by any public authority
        or individual or entity before any court or administrative body to restrain,
        enjoin, or otherwise prevent the consummation of this Agreement or the
        transactions contemplated hereby or to recover any damages or obtain other
        relief as a result of the transactions proposed hereby.

       

      Article
        10

       

      TERMINATION,
        AMENDMENT AND WAIVER

       

      10.1 Termination.
        This
        Agreement may be terminated at any time prior to the Closing Date

       

      10.1.1 by
        mutual
        written consent of the Investor and the Company;

       

      10.1.2 by
        the
        Company upon a material breach of any representation, warranty, covenant
        or
        agreement on the part of any Investor set forth in this Agreement, or any
        Investor upon a material breach of any representation, warranty, covenant
        or
        agreement on the part of the Company set forth in this Agreement, or if any
        representation or warranty of the Company or the Investor, respectively,
        shall
        have become untrue, in either case such that any of the conditions set forth
        in
        Article 8 or Article 9 hereof would not be satisfied (a “Terminating
        Breach”),
        and
        such breach shall, if capable of cure, not have been cured within five (5)
        business days after receipt by the party in breach of a notice from the
        non-breaching party setting forth in detail the nature of such
        breach.

       

      10.2 Effect
        of Termination.
        Except
        as otherwise provided herein, in the event of the termination of this Agreement
        pursuant to Section 10.1 hereof, there shall be no liability on the part
        of the
        Company or any Investor or any of their respective officers, directors, agents
        or other representatives and all rights and obligations of any party hereto
        shall cease.

       

      10.3 Amendment
        and Waiver.

       

      10.3.1 This
        Agreement may be amended by the parties hereto any time prior to the Closing
        Date by an instrument in writing signed by the parties hereto, subject to
        the
        provisions of Section 10.3.3; provided, however that the 4.9% Limitation
        may not
        be amended or waived. 

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      10.3.2 At
        any
        time prior to the Closing Date, the Company or the Investors, as appropriate,
        may: (a) extend the time for the performance of any of the obligations or
        other
        acts of other party or; (b) waive any inaccuracies in the representations
        and
        warranties contained herein or in any document delivered pursuant hereto
        which
        have been made to it or them; or (c) waive compliance with any of the agreements
        or conditions contained herein for its or their benefit other than the 4.9%
        Limitation which may not be waived. Any such extension or waiver shall be
        valid
        only if set forth in an instrument in writing signed by the party or parties
        to
        be bound thereby, subject to Section 10.3.3 of this Agreement.

       

      10.3.3 Any
        amendment or waiver signed by the holders of 75% of the principal amount
        of the
        Note or, after the issuance of the Series A Preferred Stock, 75% of the holders
        of the then outstanding shares of Series A Preferred Stock, or, after the
        conversion of all shares of Series A Preferred Stock, the holders of Warrant
        to
        purchase a majority of the shares of Common Stock then issuable upon exercise
        of
        the Warrants, shall be deemed to be approval of the Investors; provided,
        that
        any amendment or waiver which changes the conversion rate or conversion price
        of
        the Notes or Series A Preferred Stock or the exercise price of the Warrants
        shall require the approval of all of the holders of the Warrants.

       

      Article
        11

       

      GENERAL
        PROVISIONS

       

      11.1 Transaction
        Costs
        Except
        as otherwise provided herein, each of the parties shall pay all of his or
        its
        costs and expenses (including attorney fees and other legal costs and expenses
        and accountants’ fees and other accounting costs and expenses) incurred by that
        party in connection with this Agreement; provided, the Company shall pay
        Investor such due diligence expenses as described in Section 6.22.

       

      11.2 Indemnification.
        The
        Investor agrees to indemnify, defend and hold the Company (following the
        Closing
        Date) and its officers and directors harmless against and in respect of any
        and
        all claims, demands, losses, costs, expenses, obligations, liabilities or
        damages, including interest, penalties and reasonable attorney’s fees, that it
        shall incur or suffer, which arise out of or result from any breach of this
        Agreement by the Investors or failure by the Investors to perform with respect
        to the representations, warranties or covenants contained in this Agreement
        or
        in any exhibit or other instrument furnished or to be furnished under this
        Agreement. The Company agrees to indemnify, defend and hold the Investors
        (following the Closing Date) harmless against and in respect of any and all
        claims, demands, losses, costs, expenses, obligations, liabilities or damages,
        including interest, penalties and reasonable attorney’s fees, that it shall
        incur or suffer, which arise out of, result from or relate to any breach
        of this
        Agreement or failure by the Company to perform with respect to the
        representations, warranties or covenants contained in this Agreement or in
        any
        exhibit or other instrument furnished or to be furnished under this Agreement.
        In no event shall the Company or the Investors be entitled to recover
        consequential or punitive damages resulting from a breach or violation of
        this
        Agreement nor shall any party have any liability hereunder in the event of
        gross
        negligence or willful misconduct of the indemnified party. In the event of
        the
        failure of the Company to issue the Series A Preferred Stock and Warrants
        in
        violation of the provisions of this Agreement, the Investors, as their sole
        remedy, shall be entitled to pursue a remedy of specific performance upon
        tender
        into the Court an amount equal to the Purchase Price hereunder. The
        indemnification by the Investors shall be limited to $50,000.00. This Section
        11.2 shall not relate to indemnification under the Registration Rights
        Agreement.

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      11.3 Headings.
        The
        table of contents and headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or interpretation
        of
        this Agreement.

       

      11.4 Entire
        Agreement.
        This
        Agreement (together with the Schedule, Exhibits, Warrants and documents referred
        to herein) constitute the entire agreement of the parties and supersede all
        prior agreements and undertakings, both written and oral, between the parties,
        or any of them, with respect to the subject matter hereof. 

       

      11.5 Notices.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed to have been given (i) on the date they are delivered if delivered
        in
        person; (ii) on the date initially received if delivered by facsimile
        transmission followed by registered or certified mail confirmation; (iii)
        on the
        date delivered by an overnight courier service; or (iv) on the third business
        day after it is mailed by registered or certified mail, return receipt requested
        with postage and other fees prepaid as follows:

       

      If
        to
        the Company:

       

      Malex,
        Inc.

      c/o
        Greenpower Environmental Technologies, Inc.

      Qianzhou
        Town, Wuxi
        City

      Jiangsu,
        PRC 214181

      Attention:
        Wu Jianhua

      E-mail:
        13861880987@e172.com

      Fax:
        86
        510 3380099

      


      With
        a
        copy to:

      


      Richardson
        & Patel LLP

      10900
        Wilshire Boulevard, Suite 500

      Los
        Angeles, CA 90024

      Attention:
        Kevin L. Leung

      E-mail:
        kleung@richardsonpatel.com

      Fax:
        (310) 208-1154

      


      Sichenzia
        Ross Friedman Ference LLP

      61
        Broadway

      New
        York,
        New York 10006

      Attention:
        Asher S. Levitsky PC

      E-mail:
        alevitsky@srff.com

      Fax:
        (212) 930-9725

       

      If
        to
        Barron:

       

      Barron
        Partners L.P.

      c/o
        Barron Capital Advisors, LLC

      730
        Fifth
        Avenue, 25th
        Floor

      New
        York,
        New York 10019

      Attn:
        Andrew Barron Worden

      E-mail:
        abw@barronpartners.com
        and onf@barronpartners.com

      Fax:
        (212)
        359-0222

       

      If
        to the
        other Investors, at their addresses set forth on Appendix A.

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
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      11.6 Severability.
        If any
        term or other provision of this Agreement is invalid, illegal or incapable
        of
        being enforced by any rule of law or public policy, all other conditions
        and
        provisions of this Agreement shall nevertheless remain in full force and
        effect
        so long as the economic or legal substance of the transactions contemplated
        hereby is not affected in any manner materially adverse to any party. Upon
        such
        determination that any such term or other provision is invalid, illegal or
        incapable of being enforced, the parties hereto shall negotiate in good faith
        to
        modify this Agreement so as to effect the original intent of the parties
        as
        closely as possible in an acceptable manner to the end that the transactions
        contemplated hereby are fulfilled to the extent possible.

       

      11.7 Binding
        Effect.
        All the
        terms and provisions of this Agreement whether so expressed or not, shall
        be
        binding upon, inure to the benefit of, and be enforceable by the parties
        and
        their respective administrators, executors, legal representatives, heirs,
        successors and assignees. 

       

      11.8 Preparation
        of Agreement.
        This
        Agreement shall not be construed more strongly against any party regardless
        of
        who is responsible for its preparation. The parties acknowledge each contributed
        and is equally responsible for its preparation. In
        resolving any dispute regarding, or construing any provision in, this Agreement,
        there shall be no presumption made or inference drawn because of the drafting
        history of the Agreement, or because of the inclusion of a provision not
        contained in a prior draft or the deletion or modification of a provision
        contained in a prior draft.

       

      11.9 Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of New York, without giving effect to applicable principles of
        conflicts of law.

       

      11.10 Jurisdiction;
        Waiver of Jury Trial.
        If
        any action is brought among the parties with respect to this Agreement or
        otherwise, by way of a claim or counterclaim, the parties agree that in any
        such
        action, and on all issues, the parties irrevocably waive their right to a
        trial
        by jury.
        Exclusive jurisdiction and venue for any such action shall be the federal
        and
        state courts situated in the City, County and State of New York. In the event
        suit or action is brought by any party under this Agreement to enforce any
        of
        its terms, or in any appeal therefrom, it is agreed that the prevailing party
        shall be entitled to reasonable attorneys fees to be fixed by the arbitrator,
        trial court, and/or appellate court if such party prevails on substantially
        all
        issues in dispute.

       

      11.11
        Preparation
        and Filing of Securities and Exchange Commission
        filings.
        The
        Investors shall reasonably assist and cooperate with the Company in the
        preparation of all filings with the SEC after the Closing Date due after
        the
        Closing Date. 

       

      11.12 Further
        Assurances, Cooperation.
        Each
        party shall, upon reasonable request by the other party, execute and deliver
        any
        additional documents necessary or desirable to complete the transactions
        herein
        pursuant to and in the manner contemplated by this Agreement. The parties
        hereto
        agree to cooperate and use their respective best efforts to consummate the
        transactions contemplated by this Agreement.

       

      SECURITIES
        PURCHASE AGREEMENT BETWEEN 

      MALEX,
        INC. AND BARRON PARTNERS LP

      
        
          
          

        

        
          PAGE
            31

          
            

          

        

        
          
          

        

      


      11.13 Survival.
        The
        representations, warranties, covenants and agreements made herein shall survive
        the Closing of the transaction contemplated hereby. 

       

      11.14 Third
        Parties.
        Except
        as disclosed in this Agreement, nothing in this Agreement, whether express
        or
        implied, is intended to confer any rights or remedies under or by reason
        of this
        Agreement on any persons other than the parties hereto and their respective
        administrators, executors, legal representatives, heirs, successors and
        assignees. Nothing in this Agreement is intended to relieve or discharge
        the
        obligation or liability of any third persons to any party to this Agreement,
        nor
        shall any provision give any third persons any right of subrogation or action
        over or against any party to this Agreement.

       

      11.15 Failure
        or Indulgence Not Waiver; Remedies Cumulative.
        No
        failure or delay on the part of any party hereto in the exercise of any right
        hereunder shall impair such right or be construed to be a waiver of, or
        acquiescence in, any breach of any representation, warranty, covenant or
        agreement herein, nor shall nay single or partial exercise of any such right
        preclude other or further exercise thereof or of any other right. All rights
        and
        remedies existing under this Agreement are cumulative to, and not exclusive
        of,
        any rights or remedies otherwise available.

       

      11.16 Counterparts.
        This
        Agreement may be executed in one or more counterparts, and by the different
        parties hereto in separate counterparts, each of which when executed shall
        be
        deemed to be an original, but all of which taken together shall constitute
        one
        and the same agreement. A facsimile transmission of this signed Agreement
        shall
        be legal and binding on all parties hereto. 

       

      [SIGNATURES
        ON FOLLOWING PAGE]

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN 

        MALEX,
          INC. AND BARRON PARTNERS LP

          
            
              
              

            

            
              PAGE
                32

              
                

              

            

            
              
              

            

          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        Investors and the Company have as of the date first written above executed
        this
        Agreement.

       

      THE
        COMPANY:

      


      MALEX,
        INC.

      


      
        	
                By:

              	
                /s/
                  Wu Jianhua

              
	 	
                Wu
                  Jianhua, CEO

              


      

       

      INVESTORS:

      


      BARRON
        PARTNERS LP

      By:
         Barron Capital Advisors, LLC, its General Partner

       

      
        
          	
                  /s/
                    Andrew Barron

                
	
                  Andrew
                    Barron Worden, President

                


        

         

      

      EOS
        HOLDINGS

      


      
        	
                By:

              	
                /s/
                  John R. Carnes

              
	 	
                Jon
                  R.Carnes, President

              


      

       

      
        
          	
                  /s/
                    Steve Mazur

                
	
                  Steve
                    Mazur

                


        

      

       

      Huayang
        Dye Machine Co., Ltd. and Huayang Electricity Power Equipment Co., Ltd. hereby
        agree to the provisions of Section 6.26 of this Agreement.

       

      
        	
                Huayang
                  Dye Machine Co., Ltd.

              	
                Huayang
                  Electricity Power Equipment Co., Ltd.

              
	 	 
	
                By:

              	
                /s/
                  Wu Jianhua

              	 	
                By:

              	
                Tang
                  Lihua

              	 
	
                Name:
                  Wu Jianhua

              	
                Name:
                  Tang Lihua

              
	
                Title:

              	
                Title:

              


      

      


      The
        undersigned hereby agrees to be bound by the provisions of Sections 6.16,
        6.19
        and 6.23 of this Agreement.

       

      
        
          	
                  /s/
                    Wu Jianhua

                	 	
                  /s/
                    Tang Lihua

                	 	
                  /s/
                    Ren Yunxia

                
	
                  Wu
                    Jianhua

                	 	
                  Tang
                    Lihua

                	 	
                  Ren
                    Yunxia

                


        

      

       

      
        SECURITIES
          PURCHASE AGREEMENT BETWEEN

        MALEX,
          INC. AND BARRON PARTNERS LP

        
          SIGNATURE
            PAGE

        

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

      

      Schedule
        A

       

      
        	
                Name and

                Address

              	 	
                Amount of

                Investment

              	 	
                Principal

                Amount

                of Note

              	 	
                Number of Shares

                of Preferred Stock 

                into Which Note 

                is Convertible

              	 	
                Number of

                Shares

                Underlying

                $0.58 Warrants/

                $0.83 Warrants

              	 	
                Number of

                Shares

                Underlying

                $0.85 Warrants/

                $1.00 Warrants

              	 
	
                Barron
                  Partners LP

                730
                  Fifth Avenue, 25th
                  Floor

                New
                  York, New York 10019

                Attn:
                  Andrew Barron Worden

              	 	
                $

              	
                5,275,000

              	 	
                $

              	
                5,275,000

              	 	 	
                14,118,034

              	 	 	
                10,670,780/

                5,335,390

              	 	 	
                2,836,734/

                2,386,878

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Eos
                  Holdings

                2560
                  Highvale Dr.

                Las
                  Vegas, NV 89134

                Attn:
                  Jon R. Carnes, President

              	 	
                $

              	
                150,000

              	 	
                $

              	
                150,000

              	 	 	
                401,461

              	 	 	
                303,434/

                151,717

              	 	 	
                80,665/

                67,873

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Steve
                  Mazur

                200
                  Broad Street

                Apt
                  2321

                Stamford
                  CT  06901

              	 	
                $

              	
                100,000

              	 	
                $

              	
                100,000

              	 	 	
                267,640

              	 	 	
                202,290/

                101,145

              	 	 	
                53,777/

                45,249

              	 
	 	 	
                $

              	
                5,525,000

              	 	
                $

              	
                5,525,000

              	 	 	
                14,787,135

              	 	 	
                11,176,504/

                5,588,252

              	 	 	
                2,971,176/

                2,500,000

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.3.1

       

      [Note
        to Vintage: Insert Excell spreadsheet here]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        4.8

      


      Schedule
        of Brokers

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

       

      CHINA
        WIND SYSTEMS, INC.

      Statement
        of Designations

       

      Section
        1.
        Definitions.
        Capitalized terms used and not otherwise defined herein that are defined
        in the
        Purchase Agreement (as defined below) shall have the meanings given such
        terms
        in the Purchase Agreement. For the purposes hereof, the following terms shall
        have the following meanings:

       

      “4.9%
        Limitation”
shall
        have the meaning set forth in the Purchase Agreement.

       

      “Bankruptcy
        Event”
means
        any of the following events: (a) the Company or any Significant Subsidiary
        (as
        such term is defined in Rule 1.02(s) of Regulation S-X) thereof commences
        a case
        or other proceeding under any bankruptcy, reorganization, arrangement,
        adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
        or
        similar law of any jurisdiction relating to the Company or any Significant
        Subsidiary thereof; (b) there is commenced against the Company or any
        Significant Subsidiary thereof any such case or proceeding that is not stayed
        or
        dismissed within 90 days after commencement; (c) the Company or any Significant
        Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
        or other order approving any such case or proceeding is entered; (d) the
        Company
        or any Significant Subsidiary thereof suffers any appointment of any custodian
        or the like for it or any substantial part of its property that is not
        discharged or stayed within 90 days; (e) the Company or any Significant
        Subsidiary thereof makes a general assignment for the benefit of creditors;
        (f)
        the Company or any Significant Subsidiary thereof calls a meeting of its
        creditors with a view to arranging a composition, adjustment or restructuring
        of
        its debts; or (g) the Company or any Significant Subsidiary thereof, by any
        act
        or failure to act, expressly indicates its consent to, approval of or
        acquiescence in any of the foregoing or takes any corporate or other action
        for
        the purpose of effecting any of the foregoing.

       

      “Closing
        Date”
means
        the Closing Date, as defined in the Purchase Agreement.

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the Company’s common stock, which is presently designated as the common stock,
        par value $.00002 per share.  Pursuant to the Restated Certificate, the par
        value will be changed to $.001 per share.

       

      “Common
        Stock Equivalents”
means
        any securities of the Company or the Subsidiaries which would entitle the
        holder
        thereof to acquire at any time Common Stock, including without limitation,
        any
        debt, preferred stock, rights, options, warrants or other instrument that
        is at
        any time convertible into or exchangeable for, or otherwise entitles the
        holder
        thereof to receive, Common Stock.

       

      “Conversion
        Date”
shall
        have the meaning set forth in Section 6(a).

       

      “Conversion
        Ratio”
shall
        mean the number of shares of Common Stock issuable upon conversion of one
        share
        of Series A Preferred Stock. Each share of Series A Preferred Stock shall
        be
        convertible into one (1.0) share of Common Stock (the “Conversion Ratio”),
        subject to adjustment as provided in this Statement of
        Designations.

       

      “Conversion
        Price”
shall
        mean $0.374,
        subject
        to adjustment as provided in this Statement of Designations.

       

      “Conversion
        Shares”
means,
        collectively, the shares of Common Stock into which the shares of Series
        A
        Preferred Stock are convertible in accordance with the terms
        hereof.

       

      “Conversion
        Shares Registration Statement”
means
        a
        registration statement that meets the requirements of the Registration Rights
        Agreement and registers the resale of the Conversion Shares by the Holder,
        who
        shall be named as a “selling stockholder” thereunder, all as provided in the
        Registration Rights Agreement.

       

      “Conversion
        Value”
means
        an amount determined by multiplying the number of Conversion Shares as to
        which
        a value is to be determined by the average of the closing prices of the Common
        Stock on the principal market or exchange on which the Common Stock is traded
        for the five days prior to the date as of which a Conversion Value is being
        determined.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Dilutive
        Issuance”
shall
        have the meaning set forth in Section 7(b) hereof.

       

      “Effective
        Date”
means
        the date that the Conversion Shares Registration Statement is declared effective
        by the Commission.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      “Exempt
        Issuance”
shall
        have the meaning set forth in the Purchase Agreement.

       

      “Fundamental
        Transaction”
shall
        have the meaning set forth in Section 7(f)(iv) hereof.

       

      “Holder”
shall
        have the meaning given such term in Section 2 hereof.

       

      “Investors”
shall
        mean the persons named in Schedule A to the Purchase Agreement.

       

      “Original
        Issue Date”
shall
        mean the date of the first issuance of any shares of the Series A Preferred
        Stock regardless of the number of transfers of any particular shares of Series
        A
        Preferred Stock and regardless of the number of certificates which may be
        issued
        to evidence such Series A Preferred Stock.

       

      “Person”
means
        a
        corporation, an association, a partnership, a limited liability company,
        a
        business association, an individual, a trust, a government or political
        subdivision thereof or a governmental agency.

       

      “Purchase
        Agreement”
means
        the Securities Purchase Agreement dated as of November 13, 2007, relating
        to the
        sale of (a) 14,787,135 shares of the Company’s Series A Preferred Stock, (b)
        warrants to purchase (i) 11,176,504 shares of Common Stock at $0.58 per share,
        and (ii) 5,588,252 shares of Common Stock at $0.83 per share, and (iii)
        2,065,000 shares of Common Stock at $0.92 per share, as such agreement may
        be
        amended, modified or supplemented from time to time, a copy of which is on
        file
        at the principal offices of the Company.

       

      “Registration
        Rights Agreement”
means
        the Registration Rights Agreement, dated as of the Closing Date, to which
        the
        Company and the original Holder are parties, as amended, modified or
        supplemented from time to time.

       

      “Securities”
shall
        have the meaning set forth in Section 1.3.33 of the Purchase
        Agreement.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Series
        A Preferred Stock”
shall
        have the meaning set forth in Section 2.

       

      “Subsidiary”
shall
        mean a corporation, limited liability company, partnership, joint venture
        or
        other business entity of which the Company owns beneficially or of record
        more
        than a majority of the equity interest.

       

      “Trading
        Day”
means
        a
        day on which the Common Stock is traded on a Trading Market.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq SmallCap Market, the American
        Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or
        the
        OTC Bulletin Board.

       

      “Transaction
        Documents”
shall
        have the meaning set forth in the Purchase Agreement. 

       

      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the primary Trading Market on which the Common
        Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based
        on
        a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP
        function; (b) if the Common Stock is not then listed or quoted on the
        Trading Market and if prices for the Common Stock are then reported in the
“Pink
        Sheets” published by the National Quotation Bureau Incorporated (or a similar
        organization or agency succeeding to its functions of reporting prices),
        the
        most recent bid price per share of the Common Stock so reported; or (c) in
        all other cases, the fair market value of a share of Common Stock as determined
        by a nationally recognized-independent appraiser selected in good faith by
        Purchasers holding a majority of the principal amount of Series A Preferred
        Stock then outstanding.

       

      Rank
        of Series.
        For
        purposes of this Statement of Designations, any stock of any series or class
        of
        the Corporation shall be deemed to rank:

       

      (a)
        senior to the shares of Series A Preferred Stock, as to dividends or upon
        liquidation, dissolution or winding up, as the case may be, if the holders
        of
        such class or classes shall be entitled to the receipt of dividends or of
        amounts distributable upon dissolution, liquidation or winding up of the
        Corporation, as the case may be, in preference or priority to the holders
        of
        shares of Series A Preferred Stock;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)
        on a
        parity with shares of Series A Preferred Stock, as to dividends or upon
        liquidation, dissolution or winding up, as the case may be, whether or not
        the
        dividend rates, dividend payment dates or redemption or liquidation prices
        per
        share or sinking fund provisions, if any, be different from those of Series
        A
        Preferred Stock, if the holders of such stock shall be entitled to the receipt
        of dividends or of amounts distributable upon dissolution, liquidation or
        winding up of the Corporation, as the case may be, in proportion to their
        respective dividend rates or liquidation prices, without preference or priority,
        one over the other, as between the holders of such stock and the holders
        of
        shares of Series A Preferred Stock;

       

      (c)
        junior to shares of Series A Preferred Stock as to dividends or upon
        liquidation, dissolution or winding up, as the case may be, if such class
        shall
        be Common Stock or if the holders of shares of Series A Preferred Stock shall
        be
        entitled to receipt of dividends or of amounts distributable upon dissolution,
        liquidation or winding up of the Corporation, as the case may be, in preference
        or priority to the holders of shares of such class or classes.

       

      Section
        2.
        Designation
        and Amount.
        The
        series of preferred stock, par value $.001 per share (“Preferred Stock”)
        consisting of sixty million (60,000,000) shares shall be designated as the
        Company’s Series A Convertible Preferred Stock (the “Series
        A Preferred Stock”)
        and
        the number of shares so designated shall be (which shall not be subject to
        increase without the consent of all of the holders of 75% of the then
        outstanding shares of Series A Preferred Stock (each a “Holder”
and
        collectively, the “Holders”).
        In
        the event that the Company shall change the par value of the Preferred Stock,
        the par value of the Series A Preferred Stock shall be likewise changed.
        In the
        event of the conversion of shares of Series A Preferred Stock into this
        Company’s Common Stock, pursuant to Section 6 hereof, or in the event that the
        Company shall otherwise acquire and cancel any shares of Series A Preferred
        Stock, the shares of Series A Preferred Stock so converted or otherwise acquired
        and canceled shall have the status of authorized but unissued shares of
        preferred stock, without designation as to series until such stock is once
        more
        designated as part of a particular Series by the Company’s Board of Directors.
        In addition, if the Company shall not issue the maximum number of shares
        of
        Series A Preferred Stock, the Company may, from time to time, by resolution
        of
        the Board of Directors and the approval of the holders of a majority of the
        outstanding shares of Series A Preferred Stock, reduce the number of shares
        of
        Series A Preferred Stock authorized, provided, that no such reduction shall
        reduce the number of authorized shares to a number which is less than the
        number
        of shares of Series A Preferred Stock then issued or reserved for issuance.
        The
        number of shares by which the Series A Preferred Stock is reduced shall have
        the
        status of authorized but unissued shares of Preferred Stock, without designation
        as to series, until such stock is once more designated as part of a particular
        Series by the Company’s Board of Directors. The Board of Directors shall cause
        to be filed with the Secretary of State of the State of Nevada such certificate
        as shall be necessary to reflect any reduction in the number of shares
        constituting the Series A Preferred Stock. 

       

      Section
        3.
        Dividends
        and Other Distributions.
        No
        dividends shall be payable with respect to the Series A Preferred Stock.
        No
        dividends shall be declared or payable with respect to the Common Stock or
        the
        Series B Preferred Stock while the Series A Preferred Stock is outstanding.
        The
        Company shall not redeem or purchase any shares of Common Stock or any other
        class or series of capital stock which is junior to or on a parity with the
        Series A Preferred Stock while the Series A Preferred Stock is
        outstanding.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        4.
        Voting
        Rights.
        The
        Series A Preferred Stock shall have no voting rights except as required by
        law.
        However, so long as any shares of Series A Preferred Stock are outstanding,
        the
        Company shall not, without the affirmative approval of the Holders of 75%
        of the
        shares of the Series A Preferred Stock then outstanding, (a) alter or change
        adversely the powers, preferences or rights given to the Series A Preferred
        Stock or alter or amend this Statement of Designations, (b) authorize or
        create
        any class of stock ranking as to dividends or distribution of assets upon
        a
        Liquidation (as defined in Section 5) senior to or otherwise pari passu with
        the
        Series A Preferred Stock, or any of preferred stock possessing greater voting
        rights or the right to convert at a more favorable price than the Series
        A
        Preferred Stock, (c) amend its certificate of incorporation or other charter
        documents in breach of any of the provisions hereof, (d) increase the authorized
        number of shares of Series A Preferred Stock or the number of authorized
        shares
        of Preferred Stock, or (e) enter into any agreement with respect to the
        foregoing. Notwithstanding any other provision of the Statement of Designations;
        the provisions of Section 6(c) of this Statement of Designations may not
        be
        amended or waived.

       

      Section
        5.
        Liquidation.
        Upon
        any liquidation, dissolution or winding-up of the Company, whether voluntary
        or
        involuntary (a “Liquidation”),
        the
        Holders shall be entitled to receive out of the assets of the Company, whether
        such assets are capital or surplus, for each share of Series A Preferred
        Stock
        an amount equal to thirty eight and 4/10 cents ($0.384) per share of Series
        A
        Preferred Stock, which amount is referred to as the “Liquidation
        Preference,”
before
        any distribution or payment shall be made to the holders of any securities
        which
        are junior to the Series A Preferred Stock upon voluntary or involuntary
        liquidation, dissolution or winding up and after any distributions or payments
        made to holders of any class or series of securities which are senior to
        the
        Series A Preferred Stock upon voluntary or involuntary liquidation, dissolution
        or winding up, and if the assets of the Company shall be insufficient to
        pay in
        full such amounts, then the entire assets to be distributed to the Holders
        shall
        be distributed among the Holders ratably in accordance with the respective
        amounts that would be payable on such shares if all amounts payable thereon
        were
        paid in full. In the event the assets of the Company available for distribution
        to the holders of shares of Series A Preferred Stock upon dissolution,
        liquidation or winding up of the Company, whether voluntary or involuntary,
        shall be insufficient to pay in full all amounts to which such holders are
        entitled pursuant to Section 5, no such distribution shall be made on account
        of
        any shares of any other class or series of capital stock of the Company ranking
        on a parity with the shares of Series A Preferred Stock upon such dissolution,
        liquidation or winding up unless proportionate distributive amounts shall
        be
        paid on account of the shares of Series A Preferred Stock, ratably, in
        proportion to the full distributable amounts for which holders of all such
        parity shares are respectively entitled upon such dissolution, liquidation
        or
        winding up. At the election of a Holder made by written notice delivered
        to the
        Company at least two (2) business days prior to the effective date of the
        subject transaction, as to the shares of Series A Preferred Stock held by
        such
        Holder, a Fundamental Transaction (excluding for purposes of this Section
        5 any
        Fundamental Transaction described in Section 7(f)(iv)(A) or 7(f)(iv)(B))
        or
        Change of Control shall be treated as a Liquidation as to such
        Holder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        6. Conversion.

       

      (a) Conversions
        at Option of Holder.
        Each
        share of Series A Preferred Stock shall be initially convertible (subject
        to the
        limitations set forth in Section 6(c)), into such number of shares of Common
        Stock based on the Conversion Ratio at the option of the Holders, at any
        time
        and from time to time from and after the Original Issue Date; provided, however,
        that until the Restated Certificate, as defined in the Purchase Agreement,
        is
        filed with the Secretary of State of the State of Delaware, the Series A
        Preferred Stock shall not be convertible into Common Stock to the extent
        that
        such conversion would result in the issuance of more than the number of
        authorized shares of Common Stock. Holders shall effect conversions by providing
        the Company with the form of conversion notice attached hereto as Annex
        A
        (a
“Notice
        of Conversion”)
        as
        fully and originally executed by the Holder, together with the delivery by
        the
        Holder to the Company of the stock certificate(s) representing the number
        of
        shares of Series A Preferred Stock so converted, with such stock certificates
        being duly endorsed in full for transfer to the Company or with an applicable
        stock power duly executed by the Holder in the manner and form as deemed
        reasonable by the transfer agent of the Common Stock. Each Notice of Conversion
        shall specify the number of shares of Series A Preferred Stock to be converted,
        the number of shares of Series A Preferred Stock owned prior to the conversion
        at issue, the number of shares of Series A Preferred Stock owned subsequent
        to
        the conversion at issue, the stock certificate number and the shares of Series
        A
        Preferred Stock represented thereby which are accompanying the Notice of
        Conversion, and the date on which such conversion is to be effected, which
        date
        may not be prior to the date the Holder delivers such Notice of Conversion
        and
        the applicable stock certificates to the Company by overnight delivery service
        (the “Conversion
        Date”).
        If no
        Conversion Date is specified in a Notice of Conversion, the Conversion Date
        shall be the Trading Day immediately following the date that such Notice
        of
        Conversion and applicable stock certificates are received by the Company.
        The
        calculations and entries set forth in the Notice of Conversion shall control
        in
        the absence of manifest or mathematical error. Shares of Series A Preferred
        Stock converted into Common Stock in accordance with the terms hereof shall
        be
        canceled and may not be reissued. If the Conversion Price is adjusted pursuant
        to Section 7 or as otherwise provided in this Statement of Designations,
        the
        Conversion Ratio shall likewise be adjusted and the new Conversion Ratio
        shall
        determined by multiplying the Conversion Ratio in effect by a fraction, the
        numerator of which is the Conversion Price in effect before the adjustment
        and
        the denominator of which is the new Conversion Price. Thereafter, subject
        to any
        further adjustments in the Conversion Price, each share of Series A Preferred
        Stock shall be initially convertible into Common Stock based on the new
        Conversion Ratio.

       

      (b) Automatic
        Conversion Upon Change of Control.
        Subject
        to Section 5, all of the outstanding shares of Series A Preferred Stock shall
        be
        automatically converted into the Conversion Shares upon the close of business
        on
        the business day immediately preceding the date fixed for consummation of
        any
        transaction resulting in a Change of Control of the Company (an “Automatic
        Conversion Event”). A “Change in Control” means a consolidation or merger of the
        Company with or into another company or entity in which the Company is not
        the
        surviving entity or the sale of all or substantially all of the assets of
        the
        Company to another company or entity not controlled by the then existing
        stockholders of the Company in a transaction or series of transactions. The
        Company shall not be obligated to issue certificates evidencing the Conversion
        Shares unless certificates evidencing the shares of Series A Preferred Stock
        so
        converted are either delivered to the Company or its transfer agent or the
        holder notifies the Company or its transfer agent in writing that such
        certificates have been lost, stolen or destroyed and executes an agreement
        satisfactory to the Company to indemnify the Company from any loss incurred
        by
        it in connection therewith. Upon the conversion of the Series A Preferred
        Stock
        pursuant to this Section 6(b), the Company shall promptly send written notice
        thereof, by hand delivery or by overnight delivery, to the holders of record
        of
        all of the Series A Preferred Stock at their addresses then shown on the
        records
        of the Company, which notice shall state that certificates evidencing shares
        of
        Series A Preferred Stock must be surrendered at the office of the Company
        (or of
        its transfer agent for the Common Stock, if applicable).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (c) Beneficial
        Ownership Limitation.
        Except
        as provided in Section 6(b) of this Statement of Designations, which shall
        apply
        as stated therein if an Automatic Conversion Event shall occur, the right
        of the
        Holder to convert the Series A Preferred Stock shall be subject to the 4.9%
        Limitation, with the result that Company shall not effect any conversion
        of the
        Series A Preferred Stock, and the Holder shall not have the right to convert
        any
        portion of the Series A Preferred Stock, to the extent that after giving
        effect
        to such conversion, the Holder (together with the Holder’s affiliates), as set
        forth on the applicable Notice of Conversion, would beneficially own in excess
        of 4.9% of the number of shares of the Common Stock outstanding immediately
        after giving effect to such conversion.  For
        the
        purposes of this Agreement beneficial ownership shall be determined in
        accordance with Section 13(d) of the Exchange Act, and Regulation 13d-3
        thereunder. For
        purposes of this Section 6(c), in determining the number of outstanding shares
        of Common Stock, the Holder may rely on the number of outstanding shares
        of
        Common Stock as reflected in the most recent of the following: (A) the Company’s
        most recent quarterly reports (Form 10-Q or Form 10-QSB), Annual Reports
        (Form
        10-K or Form 10-KSB), or definitive proxy statement or information statement
        as
        filed with the Commission under the Exchange Act, (B) a more recent public
        announcement by the Company, or (C) any other written notice by the Company
        or
        the Company’s transfer agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of the Holder, the Company
        shall within two (2) Trading Days confirm orally and in writing to the Holder
        the number of shares of Common Stock then outstanding.  In any case, the
        number of outstanding shares of Common Stock shall be determined after giving
        effect to the conversion or exercise of securities of the Company, including
        the
        Series A Preferred Stock, by the Holder or its affiliates since the date
        as of
        which such number of outstanding shares of Common Stock was publicly reported
        by
        the Company. The 4.9% Limitation may be not be waived or amended.

       

      (d) Mechanics
        of Conversion

       

      (i) Delivery
        of Certificate Upon Conversion.
        Except
        as otherwise set forth herein, not later than three Trading Days after each
        Conversion Date (the “Share
        Delivery Date”),
        the
        Company shall deliver to the Holder (A) a certificate or certificates which,
        after the Effective Date, shall be free of restrictive legends and trading
        restrictions (other than those required by the Purchase Agreement) representing
        the number of shares of Common Stock being acquired upon the conversion of
        shares of Series A Preferred Stock, and (B) a bank check in the amount of
        accrued and unpaid dividends (if the Company has elected or is required to
        pay
        accrued dividends in cash). After the Effective Date, the Company shall,
        upon
        request of the Holder, deliver any certificate or certificates required to
        be
        delivered by the Company under this Section electronically through the
        Depository Trust Company or another established clearing Company performing
        similar functions if the Company’s transfer agent has the ability to deliver
        shares of Common Stock in such manner. If in the case of any Notice of
        Conversion such certificate or certificates are not delivered to or as directed
        by the applicable Holder by the third Trading Day after the Conversion Date,
        the
        Holder shall be entitled to elect by written notice to the Company at any
        time
        on or before its receipt of such certificate or certificates thereafter,
        to
        rescind such conversion, in which event the Company shall immediately return
        the
        certificates representing the shares of Series A Preferred Stock tendered
        for
        conversion.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (ii) Obligation
        Absolute; Partial Liquidated Damages.
        The
        Company’s obligations to issue and deliver the Conversion Shares upon conversion
        of Series A Preferred Stock in accordance with the terms hereof are absolute
        and
        unconditional, irrespective of any action or inaction by the Holder to enforce
        the same, any waiver or consent with respect to any provision hereof, the
        recovery of any judgment against any Person or any action to enforce the
        same,
        or any setoff, counterclaim, recoupment, limitation or termination, or any
        breach or alleged breach by the Holder or any other Person of any obligation
        to
        the Company or any violation or alleged violation of law by the Holder or
        any
        other person, and irrespective of any other circumstance which might otherwise
        limit such obligation of the Company to the Holder in connection with the
        issuance of such Conversion Shares. In the event a Holder shall elect to
        convert
        any or all of its Series A Preferred Stock, the Company may not refuse
        conversion based on any claim that such Holder or any one associated or
        affiliated with the Holder of has been engaged in any violation of law,
        agreement or for any other reason (other than the inability of the Company
        to
        issue shares of Common Stock as a result of the limitation set forth in Section
        6(c) hereof) unless an injunction from a court, on notice, restraining and
        or
        enjoining conversion of all or part of this Series A Preferred Stock shall
        have
        been sought and obtained and the Company posts a surety bond for the benefit
        of
        the Holder in the amount of 150% of the Conversion Value of Series A Preferred
        Stock which is subject to the injunction, 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 it obtains judgment.
        In
        the absence of an injunction precluding the same, the Company shall issue
        Conversion Shares or, if applicable, cash, upon a properly noticed conversion.
        If the Company fails to deliver to the Holder such certificate or certificates
        pursuant to Section 6(d)(i) within two Trading Days of the Share Delivery
        Date
        applicable to such conversion, the Company shall pay to such Holder, in cash,
        as
        liquidated damages and not as a penalty, for each $5,000 of Conversion Value
        of
        Series A Preferred Stock being converted, $50 per Trading Day (increasing
        to
        $100 per Trading Day after three (3) Trading Days and increasing to $200
        per
        Trading Day six (6) Trading Days after such damages begin to accrue) for
        each
        Trading Day after the Share Delivery Date until such certificates are delivered.
        Nothing herein shall limit a Holder’s right to pursue actual damages for the
        Company’s failure to deliver certificates representing shares of Common Stock
        upon conversion within the period specified herein and such Holder shall
        have
        the right to pursue all remedies available to it hereunder, at law or in
        equity
        including, without limitation, a decree of specific performance and/or
        injunctive relief.

       

      (iii) Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Conversion.
        If the
        Company fails to deliver to the Holder such certificate or certificates pursuant
        to Section 6(d)(i) by a Share Delivery Date, and if after such Share Delivery
        Date the Holder purchases (in an open market transaction or otherwise) Common
        Stock to deliver in satisfaction of a sale by such Holder of the Conversion
        Shares which the Holder was entitled to receive upon the conversion relating
        to
        such Share Delivery Date (a “Buy-In”),
        then
        the Company shall pay in cash to the Holder the amount by which (x) the Holder’s
        total purchase price (including brokerage commissions, if any) for the Common
        Stock so purchased exceeds (y) the product of (1) the aggregate number of
        shares
        of Common Stock that such Holder was entitled to receive from the conversion
        at
        issue multiplied by (2) the price at which the sell order giving rise to
        such
        purchase obligation was executed. For example, if the Holder purchases Common
        Stock having a total purchase price of $11,000 to cover a Buy-In with respect
        to
        an attempted conversion of shares of Series A Preferred Stock with respect
        to
        which the aggregate sale price giving rise to such purchase obligation is
        $10,000, under clause (A) of the immediately preceding sentence the Company
        shall be required to pay the Holder $1,000. The Holder shall provide the
        Company
        written notice indicating the amounts payable to the Holder in respect of
        the
        Buy-In, together with applicable confirmations and other evidence reasonably
        requested by the Company. Nothing herein shall limit a Holder’s right to pursue
        any other remedies available to it hereunder, at law or in equity including,
        without limitation, a decree of specific performance and/or injunctive relief
        with respect to the Company’s failure to timely deliver certificates
        representing shares of Common Stock upon conversion of the shares of Series
        A
        Preferred Stock as required pursuant to the terms hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (iv) Reservation
        of Shares Issuable Upon Conversion.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        its authorized and unissued shares of Common Stock solely for the purpose
        of
        issuance upon conversion of the Series A Preferred Stock, each as herein
        provided, free from preemptive rights or any other actual contingent purchase
        rights of persons other than the Holders, not less than such number of shares
        of
        the Common Stock as shall (subject to any additional requirements of the
        Company
        as to reservation of such shares set forth in the Purchase Agreement) be
        issuable (taking into account the adjustments and restrictions of Section
        7)
        upon the conversion of all outstanding shares of Series A Preferred Stock.
        The
        Company covenants that all shares of Common Stock that shall be so issuable
        shall, upon issue, be duly and validly authorized, issued and fully paid,
        nonassessable and, if the Conversion Shares Registration Statement is then
        effective under the Securities Act, registered for public sale in accordance
        with such Conversion Shares Registration Statement provided that the holder
        or
        its broker delivers confirmation to the Company or its transfer agent to
        the
        effect that the Conversion Shares have been sold pursuant to such registration
        statement.

       

      (v) Fractional
        Shares.
        Upon a
        conversion of the Series A Preferred Stock, the Company shall not be required
        to
        issue stock certificates representing fractional shares of Common Stock.
        All
        fractional shares shall be carried forward and any fractional shares which
        remain after a Holder converts all of his or her Series A Preferred Stock
        shall
        be dropped and eliminated.

       

      (vi) Transfer
        Taxes.
        The
        issuance of certificates for shares of the Common Stock on conversion of
        the
        Series A Preferred Stock shall be made without charge to the Holders thereof
        for
        any documentary stamp or similar taxes that may be payable in respect of
        the
        issue or delivery of such certificate, provided that the Company shall not
        be
        required to pay any tax that may be payable in respect of any transfer involved
        in the issuance and delivery of any such certificate upon conversion in a
        name
        other than that of the Holder of such shares of Series A Preferred Stock
        so
        converted and the Company shall not be required to issue or deliver such
        certificates unless or until the person or persons requesting the issuance
        thereof shall have paid to the Company the amount of such tax or shall have
        established to the satisfaction of the Company that such tax has been
        paid.

       

      (vii) Absolute
        Obligation.
        Except
        as expressly provided herein, no provision of this Statement of Designations
        shall alter or impair the obligation of the Company, which is absolute and
        unconditional, to pay the liquidated damages (if any) on, the shares of Series
        A
        Preferred Stock at the time, place, and rate, and in the coin or currency,
        herein prescribed.

       

      Section
        7.
         Certain
        Adjustments.

       

      (a) Stock
        Dividends and Stock Splits.
        If the
        Company, at any time subsequent to the Closing Date as long as the Series
        A
        Preferred Stock is outstanding: (i) shall pay a stock dividend or otherwise
        make
        a distribution or distributions on shares of its Common Stock or any other
        equity or equity equivalent securities payable in shares of Common Stock
        (which,
        for avoidance of doubt, shall not include any shares of Common Stock issued
        by
        the Company pursuant to this Series A Preferred Stock), (ii) subdivide
        outstanding shares of Common Stock into a larger number of shares, (iii)
        combine
        (including by way of reverse stock split) outstanding shares of Common Stock
        into a smaller number of shares, or (iv) issue by reclassification of shares
        of
        the Common Stock any shares of capital stock of the Company, then the Conversion
        Price shall be multiplied by a fraction of which the numerator shall be the
        number of shares of Common Stock (excluding treasury shares, if any) outstanding
        before such event and of which the denominator shall be the number of shares
        of
        Common Stock outstanding after such event. Any adjustment made pursuant to
        this
        Section shall become effective immediately after the record date for the
        determination of stockholders entitled to receive such dividend or distribution
        and shall become effective immediately after the effective date in the case
        of a
        subdivision, combination or re-classification.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b) Price
        Adjustment.
        From
        and after the Closing Date and until such time as the Investors hold no
        Securities, except for (i) Exempt Issuances, (ii) issuances
        covered by Sections 7(a) and 7(c) hereof or (iii) an issuance of Common Stock
        upon exercise or upon conversion of warrants, options or other convertible
        securities for which an adjustment has already been made pursuant to this
        Section 7,
        as to
        all of which this Section 7(b) does not apply, if the Company closes on the
        sale
        or issuance of Common Stock at a price, or issues warrants, options, convertible
        debt or equity securities with a exercise price per share or conversion price
        which is less than the Conversion Price then in effect (such lower sales
        price,
        conversion or exercise price, as the case may be, being referred to as the
        “Lower Price”), the Conversion Price in effect from and after the date of such
        transaction shall be reduced to the Lower Price. For purpose of determining
        the
        exercise price of warrants issued by the Company, the price, if any, paid
        per
        share for the warrants shall be added to the exercise price of the
        warrants.

       

      (c) Pro
        Rata Distributions.
        If the
        Company, at any time from and after the Closing Date and as long as the Series
        A
        Preferred Stock is outstanding, shall distribute to all holders of Common
        Stock
        (and not to Holders) evidences of its indebtedness or assets or rights or
        warrants to subscribe for or purchase any security, then in each such case
        the
        Conversion Price shall be determined by multiplying such Conversion Price
        in
        effect immediately prior to the record date fixed for determination of
        stockholders entitled to receive such distribution by a fraction of which
        the
        denominator shall be the VWAP determined as of the record date mentioned
        above,
        and of which the numerator shall be such VWAP on such record date less the
        then
        fair market value at such record date of the portion of such assets or evidence
        of indebtedness so distributed applicable to one outstanding share of the
        Common
        Stock as determined by the Board of Directors in good faith. In either case
        the
        adjustments shall be described in a statement provided to the Holders of
        the
        portion of assets or evidences of indebtedness so distributed or such
        subscription rights applicable to one share of Common Stock. Such adjustment
        shall be made whenever any such distribution is made and shall become effective
        immediately after the record date mentioned above.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Calculations.
        All
        calculations under this Section 7 shall be made to the nearest cent or the
        nearest 1/100th of a share, as the case may be. The number of shares of Common
        Stock outstanding at any given time shall not include shares owned or held
        by or
        for the account of the Company or any of its subsidiaries. For purposes of
        this
        Section 7, the number of shares of Common Stock deemed to be issued and
        outstanding as of a given date shall be the sum of the number of shares of
        Common Stock (excluding treasury shares and shares owned by subsidiaries,
        if
        any) actually issued and outstanding.

       

      (e) Notice
        to Holders.

       

      (i) Adjustment
        to Conversion Price.
        Whenever the Conversion Price is adjusted pursuant to any of this Section
        7, the
        Company shall promptly mail to each Holder a notice setting forth the Conversion
        Price after such adjustment and setting forth a brief statement of the facts
        requiring such adjustment. If the Company issues a variable rate security,
        despite the prohibition thereon in the Purchase Agreement, the Company shall
        be
        deemed to have issued Common Stock or Common Stock Equivalents at the lowest
        possible conversion or exercise price at which such securities may be converted
        or exercised in the case of a Variable Rate Transaction (as defined in the
        Purchase Agreement), or the lowest possible adjustment price in the case
        of an
        MFN Transaction (as defined in the Purchase Agreement).

       

      (ii) Notices
        of Other Events.
        If (A)
        the Company shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Company shall declare a redemption of the Common Stock; (C)
        the
        Company shall authorize the granting to all holders of the Common Stock rights
        or warrants to subscribe for or purchase any shares of capital stock of any
        class or of any rights; (D) the approval of any stockholders of the Company
        shall be required in connection with any reclassification of the Common Stock
        or
        any Fundamental Transaction, (E) the
        Company shall authorize the voluntary or involuntary dissolution, liquidation
        or
        winding up of the affairs of the Company; then in each case, the Company
        shall
        cause to be filed at each office or agency maintained for the purpose of
        conversion of the Series A Preferred Stock, and shall cause to be mailed
        to
        the Holders at their last addresses as they shall appear upon the stock
        books of
        the
        Company, at least 30 calendar days prior to the applicable record or effective
        date hereinafter specified, a notice stating (x)
        the
        date on which a record is to be taken for the purpose of such dividend,
        distribution, redemption, rights or warrants, or if a record is not to be
        taken,
        the date as of which the holders of the Common Stock of record to be entitled
        to
        such dividend, distributions, redemption, rights or warrants are to be
        determined or (y) the date on which such reclassification is expected to
        become
        effective or close, and the date as of which it is expected that holders
        of the
        Common Stock of record shall be entitled to exchange their shares of the
        Common
        Stock for securities, cash or other property deliverable upon such
        reclassification or Fundamental Transaction; provided,
        that
        the failure to mail such notice or any defect therein or in the mailing thereof
        shall not affect the validity of the corporate action required to be specified
        in such notice.

       

      (f) Exempt
        Issuance.
        Notwithstanding the foregoing, no adjustment in the Conversion Price will
        be
        made in respect of an Exempt Issuance.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (g) Fundamental
        Transaction.
        If, at
        any time while this Series A Preferred Stock is outstanding, (i) the Company
        effects any merger or consolidation of the Company with or into another Person,
        (ii) the Company effects any sale of all or substantially all of its assets
        in
        one or a series of related transactions, (iii) any tender offer or exchange
        offer (whether by the Company or another Person) is completed pursuant to
        which
        holders of Common Stock are permitted to tender or exchange their shares
        for
        other securities, cash or property, or (iv) the Company effects any
        reclassification of the Common Stock or any compulsory share exchange pursuant
        to which the Common Stock is effectively converted into or exchanged for
        other
        securities, cash or property (in any such case, a “Fundamental
        Transaction”),
        then
        upon any subsequent conversion of this Series A Preferred Stock, the Holder
        shall have the right to receive, for each Conversion Share that would have
        been
        issuable upon such conversion absent such Fundamental Transaction, the same
        kind
        and amount of securities, cash or property as it would have been entitled
        to
        receive upon the occurrence of such Fundamental Transaction if it had been,
        immediately prior to such Fundamental Transaction, the holder of one share
        of
        Common Stock (the “Alternate
        Consideration”).
        For
        purposes of any such conversion, the determination of the Conversion Price
        shall
        be appropriately adjusted to apply to such Alternate Consideration based
        on the
        amount of Alternate Consideration issuable in respect of one share of Common
        Stock in such Fundamental Transaction, and the Company shall apportion the
        Conversion Price among the Alternate Consideration in a reasonable manner
        reflecting the relative value of any different components of the Alternate
        Consideration. If holders of Common Stock are given any choice as to the
        securities, cash or property to be received in a Fundamental Transaction,
        then
        the Holder shall be given the same choice as to the Alternate Consideration
        it
        receives upon any conversion of this Series A Preferred Stock following such
        Fundamental Transaction. To the extent necessary to effectuate the foregoing
        provisions, any successor to the Company or surviving entity in such Fundamental
        Transaction shall file a new Statement of Designations with the same terms
        and
        conditions and issue to the Holder new preferred stock consistent with the
        foregoing provisions and evidencing the Holder’s right to convert such preferred
        stock into Alternate Consideration. The terms of any agreement pursuant to
        which
        a Fundamental Transaction is effected shall include terms requiring any such
        successor or surviving entity to comply with the provisions of this paragraph
        (f)(iv) and insuring that this Series A Preferred Stock (or any such replacement
        security) will be similarly adjusted upon any subsequent transaction analogous
        to a Fundamental Transaction. Notwithstanding the foregoing or any other
        provisions of this Statement of Designations, in the event that the agreement
        relating to a Fundamental Transaction provides for the conversion or exchange
        of
        the Series A Preferred Stock into equity or debt securities, cash or other
        consideration and the agreement is approved by the holders of a majority
        of the
        then-outstanding shares of Series A Preferred Stock, then the holders of
        the
        Series A Preferred Stock shall have only the rights set forth in such
        agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        8.
         Miscellaneous.
        

       

      (a) Notices.
        Any and
        all notices or other communications or deliveries to be provided by the Holders
        hereunder, including, without limitation, any Notice of Conversion, shall
        be in
        writing and delivered personally, by facsimile, sent by a nationally recognized
        overnight courier service, addressed to the Company, at its principal address
        as
        reflected in its most recent filing with the Commission. Any and all notices
        or
        other communications or deliveries to be provided by the Company hereunder
        shall
        be in writing and delivered personally, by facsimile, sent by a nationally
        recognized overnight courier service addressed to each Holder at the facsimile
        telephone number or address of such Holder appearing on the books of the
        Company, or if no such facsimile telephone number or address appears, at
        the
        principal place of business of the Holder. Any notice or other communication
        or
        deliveries hereunder shall be deemed given when received, and any notice
        by
        telecopier shall be effective if confirmation of receipt is given by the
        party
        to whom the notice is transmitted. 

       

      (b) Lost
        or Mutilated Preferred Stock Certificate.
        If a
        Holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen
        or destroyed, the Company shall execute and deliver, in exchange and
        substitution for and upon cancellation of a mutilated certificate, or in
        lieu of
        or in substitution for a lost, stolen or destroyed certificate, a new
        certificate for the shares of Series A Preferred Stock so mutilated, lost,
        stolen or destroyed but only upon receipt of evidence of such loss, theft
        or
        destruction of such certificate, and of the ownership thereof, and indemnity,
        if
        requested, all reasonably satisfactory to the Company.

       

      (c) Next
        Business Day.
        Whenever any payment or other obligation hereunder shall be due on a day
        other
        than a Business Day, such payment shall be made on the next succeeding Business
        Day.

       

      (d) Headings.
        The
        headings contained herein are for convenience only, do not constitute a part
        of
        this Statement of Designations and shall not be deemed to limit or affect
        any of
        the provisions hereof.

       

      (e) Amendment.
        This
        Statement of Designations may be amended with the approval of the Company’s
        board of directors and the consent of the holders of seventy-five percent
        (75%)
        of the outstanding shares of Series A Preferred Stock, except that the 4.9%
        Limitation may not be waived.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        A

      NOTICE
        OF
        CONVERSION

      (TO
        BE
        EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES A
        PREFERRED STOCK)

       

      The
        undersigned hereby elects to convert the number of shares of Series A
        Convertible Preferred Stock indicated below, into shares of common stock,
        par
        value $0.001 per share (the “Common
        Stock”),
        of
        China Wind Systems, Inc., a Delaware corporation (the “Company”),
        according to the conditions hereof, as of the date written below. If shares
        are
        to be issued in the name of a person other than undersigned, the undersigned
        will pay all transfer taxes payable with respect thereto and is delivering
        herewith such certificates and opinions as reasonably requested by the Company
        in accordance therewith. No fee will be charged to the Holder for any
        conversion, except for such transfer taxes, if any.

      Conversion
        calculations:

       

      
        	
                Date
                  to Effect Conversion:
                  ________________________________________

                 

              
	
                Number
                  of shares of Common Stock owned prior to Conversion:
                  _______________

                 

              
	
                Number
                  of shares of Series A Preferred Stock to be Converted:
                  ________________

                 

              
	
                Value
                  of shares of Series A Preferred Stock to be Converted:
                  ____________________

                 

              
	
                Number
                  of shares of Common Stock to be Issued:
                  ___________________________

                 

              
	
                Certificate
                  Number of Series A Preferred Stock attached
                  hereto:_________________

                 

              
	
                Number
                  of Shares of Series A Preferred Stock represented by attached
                  certificate:_________

              
	 
	
                Number
                  of shares of Series A Preferred Stock subsequent to Conversion:
                  ________________

              


      

       

      
        
          	
                  [HOLDER]

                
	 
	
                  By:

                	 	 
	 	
                  Name:

                	  
	 	
                  Title: