SHARE
      EXCHANGE AGREEMENTby
      and amongULTRA
      GLORY INTERNATIONAL LTD.THE
      SHAREHOLDER OFULTRA
      GLORY INTERNATIONAL LTD.OSSEN
      INNOVATION MATERIALS GROUP LTD. CO.AndTHE
      SHAREHOLDERS OFOSSEN
      INNOVATION MATERIALS GROUP LTD. CO.Dated
      as of July 7, 2010







TABLE
OF CONTENTS




PageARTICLE
      I  Exchange of Shares
                      11.1
                      Share
      Exchange
                      11.2
                      Closing
                      2ARTICLE
      II  Representations and Warranties of the Ossen
      Shareholders
                      22.1
                      Good
      Title
                      22.2
                      Organization
                      22.3
                      Power
      and Authority
                      22.4
                      No
      Conflicts
                      22.5
                      Litigation
                      22.6
                      No
      Finder’s Fee
                      22.7
                      Purchase
      Entirely for Own Account
                      22.8
                      Available
      Information
                      22.9
                      Non-Registration
                      32.10
                      Restricted
      Securities
                      32.11
                      Accredited
      Investor
                      32.12
                      Additional
      Legend
                      32.13
                      Disclosure
                      3ARTICLE
      III  Representations and Warranties of Ossen
                      33.1
                      Organization,
      Standing and Power
                      33.2
                      Subsidiaries;
      Equity Interests
                      43.3
                      Capital
      Structure
                      43.4
                      Authority;
      Execution and Delivery; Enforceability
                      43.5
                      No
      Conflicts; Consents
                      43.6
                      Taxes
                      53.7
                      Benefit
      Plans
                      53.8
                      Litigation
                      53.9
                      Compliance
      with Applicable Laws
                      53.10
                      Contracts
                      53.11
                      Title
      to Properties
                      63.12
                      Intellectual
      Property
                      63.13
                      Labor
      Matters
                      63.14
                      Financial
      Statements; Liabilities
                      63.15
                      Investment
      Company
                      63.16
                      Foreign
      Corrupt Practices
                      63.17
                      Absence
      of Certain Changes or Events
                      63.18
                      Disclosure
                      7ARTICLE
      IV  Representations and Warranties of Shell
    Company
                      74.1
                      Organization,
      Standing and Power
                      74.2
                      Subsidiaries;
      Equity Interests
                      84.3
                      Capital
      Structure
                      84.4
                      Authority;
      Execution and Delivery; Enforceability
                      84.5
                      No
      Conflicts; Consents
                      84.6
                      Taxes
                      94.7
                      Benefit
      Plans
                      94.8
                      Benefit
      Plans
                      94.9
                      Litigation
                      94.10
                      Compliance
      with Applicable Laws
                      94.11
                      Contracts
                      104.12
                      Title
      to Properties
                      10


i





4.13
                  Intellectual
      Property
                  104.14
                  Labor
      Matters
                  104.15
                  SEC
      Documents; Undisclosed Liabilities
                  104.16
                  Transactions
      With Affiliates and Employees
                  114.17
                  Investment
      Company
                  114.18
                  Foreign
      Corrupt Practices
                  114.19
                  Absence
      of Certain Changes or Events
                  114.20
                  Certain
      Registration Matters
                  124.21
                  Disclosure
                  124.22
                  No
      Undisclosed Events, Liabilities, Developments or
    Circumstances
                  124.23
                  No
      Additional Agreements
                  12ARTICLE
      V  Representations and Warranties of the Shell Company
      Shareholder
                  125.1
                  Good
      Title
                  125.2
                  Power
      and Authority
                  125.3
                  No
      Conflicts
                  135.4
                  Litigation
                  135.5
                  No
      Finder’s Fee
                  135.6
                  Disclosure
                  13ARTICLE
      VI  Conditions to Closing
                  136.1
                  Shell
      Company Conditions Precedent
                  136.2
                  Ossen
      Conditions Precedent
                  14ARTICLE
      VII  Covenants
                  157.1
                  Amended
      Charter
                  157.2
                  Public
      Announcements
                  157.3
                  Fees
      and Expenses
                  167.4
                  Continued
      Efforts
                  167.5
                  Exclusivity
                  167.6
                  Filing
      of 20-F
                  167.7
                  Furnishing
      of Information
                  167.8
                  Access
                  167.9
                  Preservation
      of Business
                  16ARTICLE
      VIII  Miscellaneous
                  168.1
                  Notices
                  168.2
                  Amendments;
      Waivers
                  178.3
                  Replacement
      of Securities
                  178.4
                  Remedies
                  188.5
                  Limitation
      of Liability
                  188.6
                  Interpretation
                  188.7
                  Severability
                  188.8
                  Counterparts;
      Facsimile Execution
                  188.9
                  Entire
      Agreement; Third Party Beneficiaries
                  188.10
                  Survival
                  188.11
                  Governing
      Law
                  188.12
                  Assignment
                  18SCHEDULE
      A
                  20ANNEX
      A Definitions
                  22


ii


SHARE EXCHANGE
AGREEMENT




This
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as
of July 7, 2010, is by and among Ultra Glory International Ltd., a British
Virgin Islands company (the “Shell Company”), the
shareholder of the Shell Company set forth on Schedule A hereto
(the “Shell Company
Shareholder”), Ossen Innovation Materials Group Co., Ltd., a British
Virgin Islands company (“Ossen”), and the
shareholders of Ossen set forth on Schedule A hereto
(the “Ossen
Shareholders”). Each of the parties to this Agreement is individually
referred to herein as a “Party” and
collectively, as the “Parties.” Capitalized
terms used herein that are not otherwise defined herein shall have the meanings
ascribed to them in Annex A
hereto.




BACKGROUND




A.          Shell
Company is a company incorporated with limited liability under the laws of the
British Virgin Islands with no significant operations.




B.           Ossen
is a company incorporated with limited liability under the laws of the British
Virgin Islands.  Ossen indirectly owns 81% of the issued and
outstanding capital stock of Ossen Innovation Materials Co., Ltd., (“Ossen Materials”), a
company incorporated under the laws of the People’s Republic of China. Ossen
Materials owns 75% of the issued and outstanding capital stock of Ossen
(Jiujiang) Steel Wire & Cable Co., Ltd., a company incorporated under the
laws of the People’s Republic of China (“Ossen Jiujiang”) and Topchina
Development Group Ltd., a company incorporated with limited liability under the
laws of the British Virgin Islands, which is wholly owned by Ossen, owns 25% of
the issued and outstanding capital stock of Ossen Jiujiang.




C.           Ossen
has 50,000 ordinary shares (the “Ossen Stock”) issued
and outstanding, all of which are held by the Ossen Shareholders according to
the allocation set forth on Schedule A
hereto.  Each of the Ossen Shareholders has agreed to transfer each of
its shares of Ossen Stock in exchange for two hundred newly issued ordinary
shares of Shell Company (the “Shell Company
Stock”).




D.           The
Shell Company Shareholder has agreed to transfer all of the capital stock of the
Shell Company issued and outstanding on the Closing Date in exchange for an
aggregate of $150,000 (which is equal to $0.03 per share following the
effectiveness of the Amended Charter (defined below)) in cash.




E.           The
Shell Company Stock to be issued and transferred to the Ossen Shareholders
pursuant to this Agreement constitutes all of the issued and outstanding capital
stock of the Shell Company as of and immediately after the Closing (as defined
in Section 1.2 below).




F.           The
Board of Directors of each of the Shell Company and Ossen has determined that it
is desirable to effect this plan of reorganization and share
exchange.




AGREEMENT




NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:




ARTICLE
I


Exchange of
Shares




1.1          Share
Exchange.  At the Closing, (i) each of the Ossen Shareholders
shall sell, transfer, convey, assign and deliver to the Shell Company each share
of its Ossen Stock free and clear of all Liens, in exchange for two hundred
newly issued shares of Shell Company Stock (referred to herein as the “Shares”) per share of
Ossen Stock, according to the allocation set forth on Schedule B hereto and
(ii) the Shell Company Shareholder shall sell, transfer, convey, assign and
deliver to the Ossen Shareholders all of the capital stock of the Shell Company
issued and outstanding on the Closing Date free and clear of all Liens in
exchange for an aggregate of $150,000 (which is equal to $0.03 per share
following the effectiveness of the Amended Charter (defined below)) in cash,
according to the allocation set forth on Schedule B
hereto.







1.2       
   Closing.  The
closing (the “Closing”) of the
transactions contemplated hereby (the “Transactions”) shall
take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177
Avenue of the Americas, New York, New York 10036, commencing at 9:00 a.m. local
time on the second business day following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the Transactions
(other than conditions with respect to actions that the respective parties will
take at Closing) or such other date and time as the Parties may mutually
determine (the “Closing
Date”).  Subsequent to the Closing, the Ossen Shareholders
shall bear responsibility for registering the Transactions with the Shell
Company’s registered agent in the British Virgin Islands.




ARTICLE
II


Representations and
Warranties of the Ossen Shareholders




Each of
the Ossen Shareholders severally (and not jointly) hereby represents and
warrants to Shell Company and Shell Company Shareholder as follows.




2.1           Good
Title.  The Ossen Shareholder is the record and beneficial
owner, and has good title to its Ossen Stock, with the right and authority to
sell and deliver such Ossen Stock, free and clear of all Liens, claims, charges,
encumbrances, pledges, mortgages, security interests, options, rights to
acquire, proxies, voting trusts or similar agreements, restrictions on transfer
or adverse claims of any nature whatsoever. Upon delivery of any certificate or
certificates duly assigned, representing the same as herein contemplated and/or
upon registering of Shell Company as the new owner of such Ossen Stock in the
share register of Ossen, Shell Company will receive good title to such Ossen
Stock, free and clear of all Liens.




2.2           Organization.  The
Ossen Shareholder is duly organized and validly existing in its jurisdiction of
organization.




2.3           Power and
Authority.  The Ossen Shareholder has the legal power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. All acts required to be taken by the Ossen Shareholder to enter into
this Agreement and to carry out the Transactions have been properly taken. This
Agreement constitutes a legal, valid and binding obligation of the Ossen
Shareholder, enforceable against the Ossen Shareholders in accordance with the
terms hereof.




2.4           No
Conflicts.  The execution and delivery of this Agreement by the
Ossen Shareholder and the performance by the Ossen Shareholder of its
obligations hereunder in accordance with the terms hereof: (a) will not require
the consent of any third party or Governmental Entity under any Laws; (b) will
not violate any Laws applicable to the Ossen Shareholder; and (c) will not
violate or breach any contractual obligation to which the Ossen Shareholder is a
party.




2.5           Litigation.  There
is no pending proceeding against the Ossen Shareholder that involves the Shares
or that challenges, or may have the effect of preventing, delaying or making
illegal, or otherwise interfering with, any of the Transactions and, to the
knowledge of the Ossen Shareholder, no such proceeding has been threatened, and
no event or circumstance exists that is reasonably likely to give rise to or
serve as a basis for the commencement of any such proceeding.




2.6           No Finder’s
Fee.  The Ossen Shareholder has not created any obligation for
any finder’s, investment banker’s or broker’s fee in connection with the
Transactions that are not payable entirely by the Ossen
Shareholder.




2.7           Purchase Entirely for Own
Account.  The Ossen Shareholder is acquiring the Shell Company
Stock proposed to be acquired hereunder for investment for its own account and
not with a view to the resale or distribution of any part thereof, and the Ossen
Shareholder has no present intention of selling or otherwise distributing the
Shell Company Stock, except in compliance with applicable securities
laws.




2.8           Available
Information.  The Ossen Shareholder has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of investment in Shell Company and has had full access to
all the information it considers necessary or appropriate to make an informed
investment decision with respect to the Shell Company
Stock.


2




2.9         Non-Registration.  The
Ossen Shareholder understands that the Shell Company Stock has not been
registered under the Securities Act and, if issued in accordance with the
provisions of this Agreement, will be issued by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
the Ossen Shareholder’s  representations as expressed herein. The
non-registration shall have no prejudice with respect to any rights, interests,
benefits and entitlements attached to the Shell Company Stock in accordance with
the Shell Company Constituent Instruments or the laws of its jurisdiction of
incorporation.




2.10       Restricted
Securities.  The Ossen Shareholder understands that the Shares
are characterized as “restricted securities” under the Securities Act inasmuch
as this Agreement contemplates that, if acquired by the Ossen Shareholder
pursuant hereto, the Shares would be acquired in a transaction not involving a
public offering. The issuance of the Shares hereunder is being effected in
reliance upon an exemption from registration afforded under Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.
The Ossen Shareholder further acknowledges that if the Shares are issued to the
Ossen Shareholder in accordance with the provisions of this Agreement, such
Shares may not be resold without registration under the Securities Act or the
existence of an exemption therefrom. The Ossen Shareholder represents that it is
familiar with Rule 144 promulgated under the Securities Act, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.




2.11       Accredited
Investor.  The Ossen Shareholder is an “accredited investor”
within the meaning of Rule 501 under the Securities Act and the Ossen
Shareholder was not organized for the specific purpose of acquiring the
Shares.




2.12       Additional
Legend.  The Ossen Shareholder consents to Shell Company making
a notation on its records or giving instructions to any transfer agent of Shares
in order to implement the restrictions on transfer of the Shares.




2.13       Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of the Ossen Shareholder in
connection with the Transactions, when taken together, do not contain any untrue
statement of a material fact or omit any material fact necessary in order to
make the statements contained herein and/or therein not misleading.




ARTICLE
III


Representations and
Warranties of Ossen




Subject
to the exceptions set forth in the Ossen Disclosure Letter (regardless of
whether or not the Ossen Disclosure Letter is referenced below with respect to
any particular representation or warranty), Ossen represents and warrants to
Shell Company, the Shell Company Shareholder and the Ossen Shareholders as
follows.




3.1        
Organization, Standing
and Power.  Ossen and each of its subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized and has the corporate power and authority
and possesses all governmental franchises, licenses, permits, authorizations and
approvals necessary to enable it to own, lease or otherwise hold its properties
and assets and to conduct its businesses as presently conducted, other than such
franchises, licenses, permits, authorizations and approvals the lack of which,
individually or in the aggregate, has not had and would not reasonably be
expected to have a material adverse effect on Ossen and its subsidiaries taken
as a whole, a material adverse effect on the ability of Ossen to perform its
obligations under this Agreement or on the ability of Ossen to consummate the
Transactions (a “Ossen
Material Adverse Effect”). Ossen and each of its subsidiaries is duly
qualified to do business in each jurisdiction where the nature of its business
or its ownership or leasing of its properties make such qualification necessary
except where the failure to so qualify would not reasonably be expected to have
a Ossen Material Adverse Effect. Ossen has delivered to Shell Company true and
complete copies of the Ossen Constituent Instruments, and the comparable
charter, organizational documents and other constituent instruments of each of
its subsidiaries, in each case as amended through the date of this
Agreement.


3




3.2         Subsidiaries; Equity
Interests.




(a)           The
Ossen Disclosure Letter lists each subsidiary of Ossen and its jurisdiction of
organization. All the outstanding shares of capital stock or equity investments
of each subsidiary have been validly issued and are fully paid and nonassessable
and are as of the date of this Agreement owned by Ossen or by another subsidiary
of Ossen, free and clear of all Liens.




(b)           Except
for its interests in its subsidiaries, Ossen does not, as of the date of this
Agreement, own, directly or indirectly, any capital stock, membership interest,
partnership interest, joint venture interest or other equity interest in any
person.




3.3         Capital
Structure.  The authorized capital stock of Ossen consists of
50,000 ordinary shares, all of which are issued and outstanding. Except as set
forth above, no shares of capital stock or other voting securities of Ossen are
issued, reserved for issuance or outstanding.  Except as disclosed in
the Ossen Disclosure Letter, Ossen is the sole record and beneficial owner of
all of the issued and outstanding capital stock of each of its subsidiaries. All
outstanding shares of the capital stock of Ossen and each of its subsidiaries
are duly authorized, validly issued, fully paid and nonassessable and not
subject to or issued in violation of any purchase option, call option, right of
first refusal, preemptive right, subscription right or any similar right under
any provision of the applicable corporate laws of the jurisdiction in which such
entity was organized, the organizational documents of any such entity or any
Contract to which Ossen is a party or otherwise bound. There are not any bonds,
debentures, notes or other indebtedness of Ossen or any of its subsidiaries
having the right to vote (or convertible into, or exchangeable for, securities
having the right to vote) on any matters on which holders of Ossen Stock or the
capital stock of any of its subsidiaries may vote (“Voting Ossen Debt”). As of
the date of this Agreement, there are not any options, warrants, rights,
convertible or exchangeable securities, “phantom” stock rights, stock
appreciation rights, stock-based performance units, commitments, Contracts,
arrangements or undertakings of any kind to which Ossen or any of its
subsidiaries is a party or by which any of them is bound (a) obligating Ossen or
any of its subsidiaries to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other equity interests
in, or any security convertible or exercisable for or exchangeable into any
capital stock of or other equity interest in, Ossen or any of its subsidiaries
or any Voting Ossen Debt, (b) obligating Ossen or any of its subsidiaries to
issue, grant, extend or enter into any such option, warrant, call, right,
security, commitment, Contract, arrangement or undertaking or (c) that give any
person the right to receive any economic benefit or right similar to or derived
from the economic benefits and rights occurring to holders of the capital stock
of Ossen or of any of its subsidiaries. As of the date of this Agreement, there
are not any outstanding contractual obligations of Ossen to repurchase, redeem
or otherwise acquire any shares of capital stock of Ossen.




3.4         Authority; Execution and
Delivery; Enforceability.  Ossen has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
Transactions. The execution and delivery by Ossen of this Agreement and the
consummation by Ossen of the Transactions have been duly authorized and approved
by the Board of Directors of Ossen and no other corporate proceedings on the
part of Ossen are necessary to authorize this Agreement and the Transactions.
When executed and delivered, this Agreement will be enforceable against Ossen in
accordance with its terms.




3.5         No Conflicts;
Consents.




(a)           The
execution and delivery by Ossen of this Agreement does not, and the consummation
of the Transactions and compliance with the terms hereof will not, conflict
with, or result in any violation of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the creation of any Lien upon any of the properties or assets of Ossen or any
of its subsidiaries under, any provision of (i) the Ossen Constituent
Instruments or the comparable charter or organizational documents of any of its
subsidiaries, (ii) any Contract to which Ossen or any of its subsidiaries is a
party or to which any of their respective properties or assets is subject or
(iii) subject to the filings and other matters referred to in Section 3.5(b),
any material judgment, order or decree or material Law applicable to Ossen or
any of its subsidiaries or their respective properties or assets, other than, in
the case of clauses (ii) and (iii) above, any such items that, individually or
in the aggregate, have not had and would not reasonably be expected to have a
Ossen Material Adverse Effect.


4




(b)           Except
for required filings with the SEC, and filings in the British Virgin Islands in
connection with the Amended Charter (defined below), no Consent of, or
registration, declaration or filing with, or permit from, any Governmental
Entity is required to be obtained or made by or with respect to Ossen or any of
its subsidiaries in connection with the execution, delivery and performance of
this Agreement or the consummation of the Transactions.




3.6         Taxes.




(a)           Ossen
and each of its subsidiaries has timely filed, or has caused to be timely filed
on its behalf, all Tax Returns required to be filed by it, and all such Tax
Returns are true, complete and accurate, except to the extent any failure to
file or any inaccuracies in any filed Tax Returns, individually or in the
aggregate, have not had and would not reasonably be expected to have a Ossen
Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or
otherwise owed, have been timely paid, except to the extent that any failure to
pay, individually or in the aggregate, has not had and would not reasonably be
expected to have a Ossen Material Adverse Effect. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of Ossen know of no basis for any such
claim.




(b)           The
Ossen Financial Statements reflect an adequate reserve for all Taxes payable by
Ossen and its subsidiaries (in addition to any reserve for deferred Taxes to
reflect timing differences between book and Tax items) for all taxable periods
and portions thereof through the date of such financial statements. No
deficiency with respect to any Taxes has been proposed, asserted or assessed
against Ossen or any of its subsidiaries, and no requests for waivers of the
time to assess any such Taxes are pending, except to the extent any such
deficiency or request for waiver, individually or in the aggregate, has not had
and would not reasonably be expected to have a Ossen Material Adverse
Effect.




3.7         Benefit
Plans.




(a)           Neither
Ossen nor any of its subsidiaries maintains any collective bargaining agreement
or any bonus, pension, profit sharing, deferred compensation, incentive
compensation, stock ownership, stock purchase, stock option, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally
binding) providing benefits to any current or former employee, officer or
director of Ossen or any of its subsidiaries. As of the date of this Agreement
there are not any severance or termination agreements or arrangements between
Ossen or any of its subsidiaries and any current or former employee, officer or
director of Ossen or any of its subsidiaries, nor does Ossen or any of its
subsidiaries have any general severance plan or policy.




3.8         Litigation.  There
is no Action against or affecting Ossen or any of its subsidiaries or any of
their respective properties which (a) adversely affects or challenges the
legality, validity or enforceability of any of this Agreement or the Shares or
(b) could, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Ossen Material Adverse
Effect. Neither Ossen nor any of its subsidiaries, nor any director or officer
thereof (in his or her capacity as such), is or has been the subject of any
Action involving a claim or violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.




3.9         Compliance with Applicable
Laws.  Except as set forth in the Ossen Disclosure Letter,
Ossen and each of its subsidiaries have conducted their business and operations
in compliance with all applicable Laws, including those relating to occupational
health and safety and the environment, except for instances of noncompliance
that, individually and in the aggregate, have not had and would not reasonably
be expected to have a Ossen Material Adverse Effect. Ossen has not received any
written communication during the past two years from a Governmental Entity that
alleges that Ossen is not in compliance in any material respect with any
applicable Law. This Section 3.9 does not relate to matters with respect to
Taxes, which are the subject of Section 3.6.




3.10       Contracts.  Neither
Ossen nor any of its subsidiaries is in violation of or in default under (nor
does there exist any condition which upon the passage of time or the giving of
notice would cause such a violation of or default under) any Contract to which
it is a party or to which it or any of its properties or assets is subject,
except for violations or defaults that would not, individually or in the
aggregate, reasonably be expected to result in a Ossen Material Adverse
Effect.


5




3.11       Title to
Properties.  Ossen and each of its subsidiaries has sufficient
title to, or valid leasehold interests in, all of its properties and assets used
in the conduct of its businesses. All such assets and properties, other than
assets and properties in which Ossen or any of its subsidiaries has leasehold
interests, are free and clear of all Liens and except for Liens that, in the
aggregate, do not and will not materially interfere with the ability of Ossen
and its subsidiaries to conduct business as currently conducted.




3.12       Intellectual
Property.  Ossen and each of its subsidiaries own, or are
validly licensed or otherwise have the right to use, all Intellectual Property
Rights which are material to the conduct of the business of Ossen and its
subsidiaries taken as a whole. There are no claims pending or, to the knowledge
of Ossen, threatened that Ossen or any of its subsidiaries is infringing or
otherwise adversely affecting the rights of any person with regard to any
Intellectual Property Right. To the knowledge of Ossen, no person is infringing
the rights of Ossen or any of its subsidiaries with respect to any Intellectual
Property Right.




3.13       Labor
Matters.  There are no collective bargaining or other labor
union agreements to which Ossen or any of its subsidiaries is a party or by
which any of them is bound. No material labor dispute exists or, to the
knowledge of Ossen, is imminent with respect to any of the employees of
Ossen.




3.14       Financial Statements;
Liabilities.  Ossen has delivered to Shell Company its audited
consolidated financial statements for the fiscal years ended December 31, 2009
and 2008 2007 (the “Ossen Financial
Statements”). The Ossen Financial Statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated. The Ossen Financial Statements fairly
present in all material respects the financial condition and operating results
of Ossen, as of the dates, and for the periods, indicated therein. Ossen does
not have any material liabilities or obligations, contingent or otherwise, other
than (a) liabilities incurred in the ordinary course of business subsequent to
December 31, 2009, and (b) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted
accounting principles to be reflected in the Ossen Financial Statements, which,
in both cases, individually and in the aggregate, would not be reasonably
expected to result in a Ossen Material Adverse Effect.




3.15       Investment
Company.  Ossen is not, and is not an affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.




3.16       Foreign Corrupt
Practices.  Neither Ossen, nor any of its subsidiaries, nor, to
Ossen’s knowledge, any director, officer, agent, employee or other person acting
on behalf of Ossen or any of its subsidiaries has, in the course of its actions
for, or on behalf of, Ossen (a) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; (b) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; or (c)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or
employee.




3.17       Absence of Certain Changes
or Events.  Except as disclosed in the Ossen Financial
Statements, from December 31, 2009 to the date of this Agreement, Ossen has
conducted its business only in the ordinary course, and during such period there
has not been:




(a)           any
change in the assets, liabilities, financial condition or operating results of
Ossen or any of its subsidiaries, except changes in the ordinary course of
business that have not caused, in the aggregate, a Ossen Material Adverse
Effect;




(b)           any
damage, destruction or loss, whether or not covered by insurance, that would
have a Ossen Material Adverse Effect;




(c)           any
waiver or compromise by Ossen or any of its subsidiaries of a valuable right or
of a material debt owed to it;


6




(d)          any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by Ossen or any of its subsidiaries, except in the ordinary course of
business and the satisfaction or discharge of which would not have a Ossen
Material Adverse Effect;




(e)          any
material change to a material Contract by which Ossen or any of its subsidiaries
or any of its respective assets is bound or subject;




(f)           any
mortgage, pledge, transfer of a security interest in, or lien, created by Ossen
or any of its subsidiaries, with respect to any of its material properties or
assets, except liens for taxes not yet due or payable and liens that arise in
the ordinary course of business and do not materially impair Ossen’s or its
subsidiaries’ ownership or use of such property or assets;




(g)          any
loans or guarantees made by Ossen or any of its subsidiaries to or for the
benefit of its employees, officers or directors, or any members of their
immediate families, or any loans or advances to any persons, corporations,
business trusts, associations, companies, partnerships, limited liability
companies, joint ventures and other entities, governments, agencies and
political subdivision other than travel advances and other advances made in the
ordinary course of its business;




(h)          any
alteration of Ossen’s method of accounting or the identity of its
auditors;




(i)           any
declaration or payment of dividend or distribution of cash or other property to
the Ossen Shareholders or any purchase, redemption or agreements to purchase or
redeem any Ossen Stock;




(j)           any
issuance, sale, disposition or encumbrance of equity securities to any officer,
director or affiliate, or any change in their outstanding shares of capital
stock or their capitalization, whether by reason of reclassification,
recapitalization, stock split, combination, exchange or readjustment of shares,
stock dividend or otherwise; or




(k)          any
arrangement or commitment by Ossen or any of its subsidiaries to do any of the
matters described in this Section 3.20.




3.18       Disclosure.  Ossen
confirms that neither it nor any person acting on its behalf has provided Shell
Company or its agents or counsel with any information that it believes
constitutes material, non-public information except insofar as the existence and
terms of the proposed transactions hereunder may constitute such information and
except for information that will be disclosed by Shell Company under a shell
company report on Form 20-F filed within four business days after the Closing.
Ossen understands and confirms that Shell Company will rely on the foregoing
representations and covenants in effecting transactions in securities of Ossen.
All of the representations and warranties of Ossen set forth in this Agreement
are true and correct and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.




ARTICLE
IV


Representations and
Warranties of Shell Company




Shell
Company represents and warrants as follows to Ossen and the Ossen
Shareholders.




4.1         Organization, Standing and
Power.  Shell Company is duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is organized and
has full corporate power and authority and possesses all governmental
franchises, licenses, permits, authorizations and approvals necessary to enable
it to own, lease or otherwise hold its properties and assets and to conduct its
businesses as presently conducted, other than such franchises, licenses,
permits, authorizations and approvals the lack of which, individually or in the
aggregate, has not had and would not reasonably be expected to have a material
adverse effect on Shell Company, a material adverse effect on the ability of
Shell Company to perform its obligations under this Agreement or on the ability
of Shell Company to consummate the Transactions (a “Shell Company Material
Adverse Effect”). Shell Company is duly qualified to do business in each
jurisdiction where the nature of its business or its ownership or leasing of its
properties makes such qualification necessary and where the failure to so
qualify would reasonably be expected to have a Shell Company Material Adverse
Effect. Shell Company has delivered to Ossen or its counsel true and complete
copies of the Shell Company Constituent Instruments.


7




4.2         Subsidiaries; Equity
Interests.  Shell Company does not own, directly or indirectly,
any capital stock, membership interest, partnership interest, joint venture
interest or other equity interest in any person.




4.3         Capital
Structure.  Upon the effectiveness of the Amended Charter
(defined below), the authorized capital stock of Shell Company shall consist of
100,000,000 ordinary shares of $0.01 par value each. As of the date hereof, (a)
50,000 ordinary shares are issued and outstanding, (b) no preference shares are
issued and outstanding, and (c) no ordinary shares or preference shares are held
by Shell Company in its treasury. Upon the effectiveness of the Amended Charter
(defined below), (a) 5,000,000 ordinary shares will be issued and outstanding,
(b) no preference shares will be issued and outstanding, and (c) no ordinary
shares or preference shares will be held by Shell Company in its treasury.
Except as set forth above, no shares of capital stock or other voting securities
of Shell Company were issued, reserved for issuance or outstanding. Upon the
effectiveness of the Amended Charter (defined below), all outstanding shares of
the capital stock of Shell Company, and all such shares that may be issued prior
to date, will be duly authorized, validly issued, fully paid and
nonassessable.  None of the outstanding shares of capital stock are
subject to or issued in violation of any purchase option, call option, right of
first refusal, preemptive right, subscription right or any similar right under
any provision of the applicable corporate laws of the British Virgin Islands,
the Shell Company Constituent Instruments or any Contract to which Shell Company
is a party or otherwise bound. There are not any bonds, debentures, notes or
other indebtedness of Shell Company having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters
on which holders of Shell Company’s ordinary shares may vote (“Voting Shell Company
Debt”). As of the date of this Agreement, there are not any options,
warrants, rights, convertible or exchangeable securities, “phantom” stock
rights, stock appreciation rights, stock-based performance units, commitments,
Contracts, arrangements or undertakings of any kind to which Shell Company is a
party or by which it is bound (a) obligating Shell Company to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other equity interests in, or any security convertible or exercisable
for or exchangeable into any capital stock of or other equity interest in, Shell
Company or any Voting Shell Company Debt, (b) obligating Shell Company to issue,
grant, extend or enter into any such option, warrant, call, right, security,
commitment, Contract, arrangement or undertaking or (c) that give any person the
right to receive any economic benefit or right similar to or derived from the
economic benefits and rights occurring to holders of the capital stock of Shell
Company. As of the date of this Agreement, there are not any outstanding
contractual obligations of Shell Company to repurchase, redeem or otherwise
acquire any shares of capital stock of Shell Company. The Ossen Shareholder list
provided to Ossen is a current shareholder list and accurately reflects all of
the issued and outstanding shares of Shell Company’s capital stock.




4.4         Authority; Execution and
Delivery; Enforceability.  The execution and delivery by Shell
Company of this Agreement and the consummation by Shell Company of the
Transactions have been duly authorized and approved by the Board of Directors of
Shell Company and no other corporate proceedings on the part of Shell Company
are necessary to authorize this Agreement and the Transactions. This Agreement
constitutes a legal, valid and binding obligation of Shell Company, enforceable
against Shell Company in accordance with the terms hereof.




4.5         No Conflicts;
Consents.




(a)           The
execution and delivery by Shell Company of this Agreement does not, and the
consummation of Transactions and compliance with the terms hereof will not,
contravene, conflict with or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under, or result in the creation of any
Lien upon any of the properties or assets of Shell Company under, any provision
of (i) the Shell Company Constituent Instruments, (ii) any material Contract to
which Shell Company is a party or to which any of its properties or assets is
subject or (iii) subject to the filings and other matters referred to in Section
4.5(b), any material Order or material Law applicable to Shell Company or its
properties or assets, other than, in the case of clauses (ii) and (iii) above,
any such items that, individually or in the aggregate, have not had and would
not reasonably be expected to have a Shell Company Material Adverse
Effect.


8




(b)           Except
for required filings with the SEC, and filings in the British Virgin Islands in
connection with the Amended Charter (defined below), no Consent of, or
registration, declaration or filing with, or permit from, any Governmental
Entity is required to be obtained or made by or with respect to Shell Company in
connection with the execution, delivery and performance of this Agreement or the
consummation of the Transactions.




4.6         Taxes.




(a)           Shell
Company has timely filed, or has caused to be timely filed on its behalf, all
Tax Returns required to be filed by it, and all such Tax Returns are true,
complete and accurate, except to the extent any failure to file, any delinquency
in filing or any inaccuracies in any filed Tax Returns, individually or in the
aggregate, have not had and would not reasonably be expected to have a Shell
Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns,
or otherwise owed, have been timely paid, except to the extent that any failure
to pay, individually or in the aggregate, has not had and would not reasonably
be expected to have a Shell Company Material Adverse Effect.




(b)           The
most recent financial statements contained in the SEC Reports reflect an
adequate reserve for all Taxes payable by Shell Company (in addition to any
reserve for deferred Taxes to reflect timing differences between book and Tax
items) for all taxable periods and portions thereof through the date of such
financial statements. No deficiency with respect to any Taxes has been proposed,
asserted or assessed against Shell Company, and no requests for waivers of the
time to assess any such Taxes are pending, except to the extent any such
deficiency or request for waiver, individually or in the aggregate, has not had
and would not reasonably be expected to have a Shell Company Material Adverse
Effect.




(c)           There
are no Liens for Taxes (other than for current Taxes not yet due and payable) on
the assets of Shell Company. Shell Company is not bound by any agreement with
respect to Taxes.




4.7         Benefit
Plans.  Shell Company does not, and since its inception never
has, maintained or contributed to any bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, stock
option, phantom stock, retirement, vacation, severance, disability, death
benefit, hospitalization, medical or other plan, arrangement or understanding
(whether or not legally binding) providing benefits to any current or former
employee, officer or director of Shell Company. As of the date of this
Agreement, there are not any employment, consulting, indemnification, severance
or termination agreements or arrangements between Shell Company and any current
or former employee, officer or director of Shell Company, nor does Shell Company
have any general severance plan or policy.




4.8         Benefit
Plans.  Shell Company does not, and since its inception never
has, maintained or contributed to any benefit plan for the benefit of any
current or former employees, consultants, officers or directors of Shell
Company.




4.9         Litigation.  There
is no Action against or affecting Shell Company or any of its properties which
(a) adversely affects or challenges the legality, validity or enforceability of
either of this Agreement or the Shares or (b) could, if there were an
unfavorable decision, individually or in the aggregate, have or reasonably be
expected to result in a Shell Company Material Adverse Effect. Neither Shell
Company nor any director or officer (in his or her capacity as such), is or has
been the subject of any Action involving a claim or violation of or liability
under federal or state securities laws or a claim of breach of fiduciary
duty.




4.10       Compliance with Applicable
Laws.  Shell Company is in compliance with all applicable Laws,
including those relating to occupational health and safety, the environment,
export controls, trade sanctions and embargoes, except for instances of
noncompliance that, individually and in the aggregate, have not had and would
not reasonably be expected to have a Shell Company Material Adverse Effect.
Shell Company has not received any written communication during the past two
years from a Governmental Entity that alleges that Shell Company is not in
compliance in any material respect with any applicable Law. Shell Company is in
compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as
amended, and the rules and regulations thereunder, that are applicable to it,
except where such noncompliance could not have or reasonably be expected to
result in a Shell Company Material Adverse Effect. This Section 4.10 does not
relate to matters with respect to Taxes, which are the subject of Section
4.6.


9




4.11       Contracts.  Except
as disclosed in the SEC Reports, there are no Contracts that are material to the
business, properties, assets, condition (financial or otherwise), results of
operations or prospects of Shell Company taken as a whole. Shell Company is not
in violation of or in default under (nor does there exist any condition which
upon the passage of time or the giving of notice would cause such a violation of
or default under) any Contract to which it is a party or to which it or any of
its properties or assets is subject, except for violations or defaults that
would not, individually or in the aggregate, reasonably be expected to result in
a Shell Company Material Adverse Effect.




4.12       Title to
Properties.  Shell Company has good title to, or valid
leasehold interests in, all of its properties and assets used in the conduct of
its businesses. All such assets and properties, other than assets and properties
in which Shell Company has leasehold interests, are free and clear of all Liens,
except for Liens that, in the aggregate, do not and will not materially
interfere with the ability of Shell Company to conduct business as currently
conducted. Shell Company has complied in all material respects with the terms of
all material leases to which it is a party and under which it is in occupancy,
and all such leases are in full force and effect. Shell Company enjoys peaceful
and undisturbed possession under all such material leases.




4.13       Intellectual
Property.  Shell Company does not own, nor is validly licensed
nor otherwise has the right to use, any Intellectual Property Rights. No claims
are pending or, to the knowledge of Shell Company, threatened that Shell Company
is infringing or otherwise adversely affecting the rights of any person with
regard to any Intellectual Property Right.




4.14       Labor
Matters.  There are no collective bargaining or other labor
union agreements to which Shell Company is a party or by which it is bound. No
material labor dispute exists or, to the knowledge of Shell Company, is imminent
with respect to any of the employees of Shell Company.




4.15       SEC Documents; Undisclosed
Liabilities.




(a)           Shell
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC since March 23, 2010, pursuant to
Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC
Reports”).




(b)           As
of its respective filing date, the SEC Reports complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Reports. Except to the extent
that information contained in the SEC Reports has been revised or superseded by
any report, schedule, form, statement or other document filed by Shell Company
with the SEC subsequent to the filing of such revised or superseded information,
none of the SEC Reports contains any untrue statement of a material fact or
omits to state any 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. The consolidated financial statements of Shell
Company included in the SEC Reports comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with the U.S.
generally accepted accounting principles (except, in the case of unaudited
statements, as permitted by the rules and regulations of the SEC) applied on a
consistent basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present the consolidated financial position of Shell
Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods shown
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).




(c)           Except
as set forth in the SEC Reports, Shell Company has no liabilities or obligations
of any nature (whether accrued, absolute, contingent or otherwise) required by
U.S. generally accepted accounting principles to be set forth on a balance sheet
of Shell Company or in the notes thereto. There are no financial or contractual
obligations and liabilities (including any obligations to issue capital stock or
other securities) due after the date hereof. All liabilities of Shell Company
shall have been paid off and shall in no event remain liabilities of Shell
Company, Ossen or the Ossen Shareholders following the
Closing.


10




4.16       Transactions With Affiliates
and Employees.  Except as disclosed in the SEC Reports, none of
the officers or directors of Shell Company and, to the knowledge of Shell
Company, none of the employees of Shell Company is presently a party to any
transaction with Shell Company (other than for services as employees, officers
and directors), including any Contract or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of Shell Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.




4.17       Investment
Company.  Shell Company is not, and is not an affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.




4.18       Foreign Corrupt
Practices.  Neither Shell Company, nor to Shell Company’s
knowledge, any director, officer, agent, employee or other person acting on
behalf of Shell Company has, in the course of its actions for, or on behalf of,
Shell Company (a) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (b)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; or (c) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.




4.19       Absence of Certain Changes
or Events.  Except as disclosed in the SEC Reports, from the
date of the most recent financial statements contained in the SEC Reports to the
date of this Agreement, Shell Company has conducted its business only in the
ordinary course, and during such period there has not been:




(a)          any
change in the assets, liabilities, financial condition or operating results of
Shell Company from that reflected in the financial statements contained in the
SEC Reports, except changes in the ordinary course of business that have not
caused, in the aggregate, a Shell Company Material Adverse Effect;




(b)          any
damage, destruction or loss, whether or not covered by insurance, that would
have a Shell Company Material Adverse Effect;




(c)          any
waiver or compromise by Shell Company of a valuable right or of a material debt
owed to it;




(d)          any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by Shell Company, except in the ordinary course of business and the
satisfaction or discharge of which would not have a Shell Company Material
Adverse Effect;




(e)          any
material change to a material Contract by which Shell Company or any of its
assets is bound or subject;




(f)           any
material change in any compensation arrangement or agreement with any employee,
officer, director or shareholder;




(g)          any
resignation or termination of employment of any officer of Shell
Company;




(h)          any
mortgage, pledge, transfer of a security interest in or lien created by Shell
Company with respect to any of its material properties or assets, except liens
for taxes not yet due or payable and liens that arise in the ordinary course of
business and that do not materially impair Shell Company’s ownership or use of
such property or assets;




(i)           any
loans or guarantees made by Shell Company to or for the benefit of its
employees, officers or directors, or any members of their immediate families,
other than travel advances and other advances made in the ordinary course of its
business;


11


(j)          any
declaration, setting aside or payment or other distribution in respect of any of
Shell Company’s capital stock, or any direct or indirect redemption, purchase,
or other acquisition of any of such stock by Shell Company;




(k)          any
alteration of Shell Company’s method of accounting or the identity of its
auditors;




(l)           any
issuance of equity securities to any officer, director or affiliate, except
pursuant to existing Shell Company stock option plans; or




(m)         any
arrangement or commitment by Shell Company to do any of the matters described in
this Section 4.19.




4.20        Certain Registration
Matters.  Shell Company has not granted or agreed to grant to
any person any rights (including “piggy-back” registration rights) to have any
securities of Shell Company registered with the SEC or any other governmental
authority that have not been satisfied.




4.21        Disclosure.  Shell
Company confirms that neither it nor any person acting on its behalf has
provided Ossen, the Ossen Shareholder or their respective agents or counsel with
any information that Shell Company believes constitutes material, non-public
information except insofar as the existence and terms of the proposed
transactions hereunder may constitute such information and except for
information that will be disclosed by Shell Company under a shell company report
on Form 20-F filed within four business days after the Closing. Shell Company
understands and confirms that Ossen and the Ossen Shareholders will rely on the
foregoing representations and covenants in effecting transactions in securities
of Shell Company. All of the representations and warranties set forth in this
Agreement are true and correct and do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.




4.22        No Undisclosed Events,
Liabilities, Developments or Circumstances.  No event,
liability, development or circumstance has occurred or exists, or is
contemplated to occur with respect to Shell Company, or its businesses,
properties, prospects, operations or financial condition, that would be required
to be disclosed by Shell Company under applicable securities laws on a
registration statement filed with the SEC relating to an issuance and sale by
Shell Company of its ordinary shares and which has not been publicly announced
or will not be publicly announced in a shell company report on Form 20-F filed
within four business days after the Closing.




4.23        No Additional
Agreements.  Shell Company does not have any agreement or
understanding with Ossen or the Ossen Shareholders with respect to the
Transactions other than as specified in this Agreement.




ARTICLE
V


Representations and
Warranties of the Shell Company Shareholder




5.1           Good
Title.  Upon the effectiveness of the Amended Charter, the
Shell Company Shareholder will be the record and beneficial owner, and has good
title to its Shell Company Stock, with the right and authority to sell and
deliver such Shell Company Stock, free and clear of all Liens, claims, charges,
encumbrances, pledges, mortgages, security interests, options, rights to
acquire, proxies, voting trusts or similar agreements, restrictions on transfer
or adverse claims of any nature whatsoever. Upon delivery of any certificate or
certificates duly assigned, representing the same as herein contemplated and/or
upon registering of the Ossen Shareholders as the new owner of such Shell
Company Stock in the share register of Shell Company, the Ossen Shareholders
will receive good title to such Shell Company Stock, free and clear of all Liens
provided that the Amended Charter is then effective.




5.2           Power and
Authority.  The Shell Company Shareholder has the legal power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. All acts required to be taken by the Shell Company
Shareholder to enter into this Agreement and to carry out the Transactions have
been properly taken. This Agreement constitutes a legal, valid and binding
obligation of the Shell Company Shareholder, enforceable against the Shell
Company Shareholder in accordance with the terms hereof.


12




5.3           No
Conflicts.  The execution and delivery of this Agreement by the
Shell Company Shareholder and the performance by the Shell Company Shareholder
of its obligations hereunder in accordance with the terms hereof: (a) will not
require the consent of any third party or Governmental Entity under any Laws;
(b) will not violate any Laws applicable to the Shell Company Shareholder; and
(c) will not violate or breach any contractual obligation to which the Shell
Company Shareholder is a party.




5.4           Litigation.  There
is no pending proceeding against the Shell Company Shareholder that involves the
Shell Company Stock to be sold by the Shell Company Shareholder pursuant to this
Agreement or that challenges, or may have the effect of preventing, delaying or
making illegal, or otherwise interfering with, any of the Transactions and, to
the knowledge of the Shell Company Shareholder, no such proceeding has been
threatened, and no event or circumstance exists that is reasonably likely to
give rise to or serve as a basis for the commencement of any such
proceeding.




5.5           No Finder’s
Fee.  The Shell Company Shareholder has not created any
obligation for any finder’s, investment banker’s or broker’s fee in connection
with the Transactions that are not payable entirely by the Ossen
Shareholder.




5.6           Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of the Shell Company
Shareholder in connection with the Transactions, when taken together, do not
contain any untrue statement of a material fact or omit any material fact
necessary in order to make the statements contained herein and/or therein not
misleading.




ARTICLE
VI


Conditions to
Closing




6.1           Shell Company Conditions
Precedent.  The obligations of the Ossen Shareholders and Ossen
to enter into and complete the Closing are subject, at the option of the Ossen
Shareholders and Ossen, to the fulfillment on or prior to the Closing Date of
the following conditions, any one or more of which may be waived by Ossen and
the Ossen Shareholders in writing.




(a)           Representations and
Covenants.  The representations and warranties of Shell Company
and Shell Company Shareholder contained in this Agreement shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date. Shell Company and Shell Company
Shareholder shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by Shell Company or the Shell Company Shareholders, respectively, on or
prior to the Closing Date. Shell Company and Shell Company Shareholder shall
have delivered to the Ossen Shareholders and Ossen a certificate, dated the
Closing Date, to the foregoing effect.




(b)           Litigation.  No
action, suit or proceeding shall have been instituted before any court or
governmental or regulatory body or instituted or threatened by any governmental
or regulatory body to restrain, modify or prevent the carrying out of the
Transactions or to seek damages or a discovery order in connection with such
Transactions. No action, suit or proceeding before any court or governmental or
regulatory body or instituted or threatened by any governmental or regulatory
body has or may have, in the reasonable opinion of Ossen or the Ossen
Shareholders, a Shell Company Material Adverse Effect.




(c)           Consents.  Shell
Company shall have obtained all material consents, waivers, approvals,
authorizations or orders required to be obtained, and made all filings required
to be made, for the authorization, execution and delivery of this Agreement and
the consummation of the Transactions, except where the failure to receive such
consents, waivers, approvals, authorizations or orders or to make such filings
would not have a Shell Company Material Adverse Effect.




(d)          No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since December 31, 2009 which
has had or is reasonably likely to cause a Shell Company Material Adverse
Effect.


13




(e)           Amended
Charter.  Shell Company shall have filed all necessary
documents and taken all other necessary actions to amend its articles and
memorandum of association in the form attached hereto as Exhibit A (the “Amended
Charter”).




(f)           Post-Closing
Capitalization.  At, and immediately after, the Closing, the
authorized capitalization, and the number of issued and outstanding shares of
the capital stock of Shell Company, on a fully-diluted basis, as indicated on a
schedule to be delivered by the Parties at or prior to the Closing, shall be
acceptable to Ossen and the Ossen Shareholders.




(g)           Satisfactory Completion of
Due Diligence.  Ossen and the Ossen Shareholders shall have
completed their legal, accounting and business due diligence of Shell Company
and the results thereof shall be satisfactory to Ossen and the Ossen
Shareholders in their sole and absolute discretion.




(h)           SEC
Reports.  Shell Company shall have filed all reports and other
documents required to be filed by it under the U.S. federal securities laws
through the Closing Date.




(i)      
     Secretary’s
Certificate.  Shell Company shall have delivered to Ossen and
the Ossen Shareholders a certificate, signed by Shell Company’s Secretary (or
authorized director or officer), certifying that the attached copies of the
Shell Company Constituent Instruments, as amended pursuant to the Charter
Amendment,  and resolutions of its Board of Directors approving this
Agreement and the Transactions are all true, complete and correct and remain in
full force and effect.




(j)         
  Payoff
Letters and Releases.  Shell Company shall have delivered to
Ossen and the Ossen Shareholders such pay-off letters and releases relating to
liabilities of Shell Company as Ossen or the Ossen Shareholders shall request,
in form and substance satisfactory to Ossen and the Ossen
Shareholders.




(k)           Issuance of
Shares.  Shell Company and Shell Company Shareholder shall have
issued the Shares on the Shell Company’s share registry. At or within five
business days following the Closing, Shell Company and Shell Company Shareholder
shall deliver to the Ossen Shareholders a certificate representing the
Shares.




(l)     
      No Governmental
Prohibition.  No order, statute, rule, regulation. executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits the consummation of the Transactions.




6.2           Ossen Conditions
Precedent.  The obligations of Shell Company and Shell Company
Shareholder to enter into and complete the Closing is subject, at the option of
Shell Company and Shell Company Shareholder, to the fulfillment on or prior to
the Closing Date of the following conditions, any one or more of which may be
waived by Shell Company or Shell Company Shareholder in writing.




(a)           Representations and
Covenants.  The representations and warranties of the Ossen
Shareholders and Ossen contained in this Agreement shall be true in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date.  The Ossen Shareholders and Ossen
shall have performed and complied in all material respects with all covenants
and agreements required by this Agreement to be performed or complied with by
the Ossen Shareholders and Ossen on or prior to the Closing Date. Each of Ossen
and the Ossen Shareholders shall have delivered to Shell Company and Shell
Company Shareholder a certificate, dated the Closing Date, to the foregoing
effect.




(b)           Litigation.  No
action, suit or proceeding shall have been instituted before any court or
governmental or regulatory body or instituted or threatened by any governmental
or regulatory body to restrain, modify or prevent the carrying out of the
Transactions or to seek damages or a discovery order in connection with such
Transactions, or which has or may have, in the reasonable opinion of Shell
Company and Shell Company Shareholder, a materially adverse effect on the
assets, properties, business, operations or condition (financial or otherwise)
of Ossen.


14




(c)           Consents.  All
material consents, waivers, approvals, authorizations or orders required to be
obtained, and all filings required to be made, by the Ossen Shareholders or
Ossen for the authorization, execution and delivery of this Agreement and the
consummation by them of the Transactions, shall have been obtained and made by
the Ossen Shareholders or Ossen, except where the failure to receive such
consents, waivers, approvals, authorizations or orders or to make such filings
would not have a Ossen Material Adverse Effect.




(d)          No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since the date of the Ossen
Financial Statements which has had or is reasonably likely to cause a Ossen
Material Adverse Effect.




(e)          Post-Closing
Capitalization.  At, and immediately after, the Closing, the
authorized capitalization, and the number of issued and outstanding shares of
the capital stock of Shell Company, on a fully-diluted basis, as indicated on a
schedule to be delivered by the Parties at or prior to the Closing, shall be
acceptable to Shell Company.




(f)           Satisfactory Completion of
Due Diligence.  Shell Company shall have completed its legal,
accounting and business due diligence of Ossen and the results thereof shall be
satisfactory to Shell Company in its sole and absolute discretion.




(g)          Secretary’s
Certificate.  Ossen shall have delivered to Shell Company a
certificate, signed by its Secretary (or authorized director or officer),
certifying that the attached copies of the Ossen Constituent Instruments and
resolutions of the Board of Directors of Ossen approving this Agreement and the
Transactions are all true, complete and correct and remain in full force and
effect.




(h)          Delivery of Audit Report and
Financial Statements.  Ossen shall have completed the Ossen
Financial Statements and shall have received an audit report from an independent
audit firm that is registered with the Public Company Accounting Oversight
Board.




(i)           Form
20-F.  Ossen shall have provided Shell Company with reasonable
assurances that Shell Company will be able to comply with its obligation to file
a shell company report on Form 20-F within four (4) business days following the
Closing containing the requisite financial statements of Ossen and the requisite
disclosure regarding Ossen and its subsidiaries.




(j)           Share Transfer
Documents.  The Ossen Shareholders shall have delivered to
Shell Company certificate(s) representing its Ossen Stock, accompanied by an
executed instrument of transfer and bought and sold note for transfer by the
Ossen Shareholders of its Ossen Stock to Shell Company.




(k)          No Governmental
Prohibition.  No order, statute, rule, regulation. executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits the consummation of the Transactions.




(l)           Delivery of Purchase
Price.  The Ossen Shareholders shall have delivered to the
Shell Company Shareholder the applicable purchase price for the Shares to be
purchased by each Ossen Shareholder.




ARTICLE
VII


Covenants




7.1           Amended
Charter.  Shell Company shall file all necessary documents and
take all other necessary actions to amend its articles of association in
accordance with the Amended Charter.




7.2           Public
Announcements.  Shell Company and Ossen will consult with each
other before issuing, and provide each other the opportunity to review and
comment upon, any press releases or other public statements with respect to this
Agreement and the Transactions and shall not issue any such press release or
make any such public statement prior to such consultation, except as may be
required by applicable Law, court process or by obligations pursuant to any
listing agreement with any national securities exchanges.


15




7.3           Fees and
Expenses.  All fees and expenses incurred in connection with
this Agreement shall be paid by the Party incurring such fees or expenses,
whether or not this Agreement is consummated.




7.4           Continued
Efforts.  Each Party shall use commercially reasonable efforts
to (a) take all action reasonably necessary to consummate the Transactions, and
(b) take such steps and do such acts as may be necessary to keep all of its
representations and warranties true and correct as of the Closing Date with the
same effect as if the same had been made, and this Agreement had been dated, as
of the Closing Date.




7.5           Exclusivity.  Neither
Shell Company nor Ossen shall (a) solicit, initiate, or encourage the submission
of any proposal or offer from any person relating to the acquisition of any
capital stock or other voting securities of Shell Company or Ossen (as
applicable), or any assets of Shell Company or Ossen (as applicable) (including
any acquisition structured as a merger, consolidation, share exchange or other
business combination), (b) participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any person to do or seek
any of the foregoing, or (c) take any other action that is inconsistent with the
Transactions and that has the effect of avoiding the Closing contemplated
hereby. Each shall notify the other immediately if any person makes any
proposal, offer, inquiry, or contact with respect to any of the
foregoing.




7.6           Filing of
20-F.  Shell Company shall file, within four (4) business days
of the Closing Date, a shell company report on Form 20-F and attach as exhibits
all relevant agreements with the SEC disclosing the terms of this Agreement and
other requisite disclosure regarding the Transactions and including the
requisite audited consolidated financial statements of Ossen and the requisite
disclosure regarding Ossen and its subsidiaries. In addition, Shell Company
shall issue a press release at a mutually agreeable time following the Closing
Date.




7.7           Furnishing of
Information.  As long as the Ossen Shareholders own the Shares,
Shell Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
Shell Company after the date hereof pursuant to the Exchange Act. As long as the
Ossen Shareholders own the Shares, if Shell Company is not required to file
reports pursuant to such laws, it will prepare and furnish to the Ossen
Shareholders and make publicly available in accordance with Rule 144(c)
promulgated by the SEC pursuant to the Securities Act, such information as is
required for the Ossen Shareholders to sell Shares under Rule 144. Shell Company
further covenants that it will take such further action as any holder of the
Shares may reasonably request, all to the extent required from time to time to
enable such person to sell the Shares without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144.




7.8           Access.  Each
of Shell Company and Ossen shall permit representatives of each other to have
full access to all premises, properties, personnel, books, records, contracts,
and documents of or pertaining to such party.




7.9           Preservation of
Business.  From the date of this Agreement until the Closing
Date, each of Ossen and Shell Company shall, except as otherwise permitted by
the terms of this Agreement, operate only in the ordinary and usual course of
business consistent with its past practices and shall use reasonable commercial
efforts to (a) preserve intact its business organization, (b) preserve the good
will and advantageous relationships with customers, suppliers, independent
contractors, employees and other persons material to the operation of its
business, and (c) not permit any action or omission that would cause any of its
representations or warranties contained herein to become inaccurate or any of
its covenants to be breached in any material respect.




ARTICLE
VIII


Miscellaneous




8.1           Notices.  All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be deemed given upon receipt by the Parties at the
following addresses (or at such other address for a Party as shall be specified
by like notice):


16


If to
Shell Company, to:





Wei
Guo


Ultra
Glory International Ltd.


35/F
Central Plaza


18
Harbour Road


Wanchia,
Hong Kong




with a
copy to:




Robert
Brantl, Esq.


52
Mulligan Lane


Irvington,
NY  10533




If to
Shell Company Shareholder, to:




David
Mark Lindley


8/F
Hollywood Plaza


610
Nathan Road


Kowloon,
Hong Kong




If to
Ossen, to:




518
Shangcheng Road


Floor
17


Shanghai,
200120


People’s
Republic of China




with a
copy to:




Kramer
Levin Naftalis & Frankel LLP


1177
Avenue of the Americas


New York,
New York  10036


Attention:  Bill
Huo, Esq.




If to the
Ossen Shareholders, to:




518
Shangcheng Road


Floor
17


Shanghai,
200120


People’s
Republic of China


Attn:  Dr.
Liang Tang




8.2           Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed by Ossen, Shell Company, the Ossen
Shareholders and the Shell Company Shareholder. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any Party to exercise any right hereunder in any
manner impair the exercise of any such right.




8.3           Replacement of
Securities.  If any certificate or instrument evidencing any
Shares is mutilated, lost, stolen or destroyed, Shell Company and Shell Company
Shareholder shall issue or cause to be issued in exchange and substitution for
and upon cancellation thereof, or in lieu of and substitution therefor, a new
certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to Shell Company and Shell Company Shareholder of such loss, theft
or destruction and customary and reasonable indemnity, if requested. The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Shares. If a replacement certificate or instrument evidencing any
Shares is requested due to a mutilation thereof, Shell Company and Shell Company
Shareholder may require delivery of such mutilated certificate or instrument as
a condition precedent to any issuance of a replacement.




17




8.4           Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Ossen Shareholders, Shell
Company, Ossen and Shell Company Shareholder will be entitled to specific
performance under this Agreement. The Parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.




8.5           Limitation of
Liability.  Notwithstanding anything herein to the contrary,
each of Shell Company, Ossen and the Ossen Shareholders acknowledges and agrees
that the liability of any Shareholder arising directly or indirectly, under any
Transaction Document of any and every nature whatsoever shall be satisfied
solely out of the assets of such Shareholder, and that no trustee, officer,
other investment vehicle or any other affiliate of such Shareholder or any
investor, shareholder or holder of shares of beneficial interest of such
Shareholder shall be personally liable for any liabilities of such
Shareholder.




8.6           Interpretation.  When
a reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. Whenever the words
“include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation”.




8.7           Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule or 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 is not affected
in any manner materially adverse to any Party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties 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 are fulfilled to the extent
possible.




8.8           Counterparts; Facsimile
Execution.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Parties. Facsimile execution and delivery
of this Agreement is legal, valid and binding for all purposes.




8.9           Entire Agreement; Third
Party Beneficiaries.  This Agreement, taken together with the
Ossen Disclosure Letter, (a) constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the Parties
with respect to the Transactions and (b) are not intended to confer upon any
person other than the Parties any rights or remedies.




8.10         Survival.  The
representations, warranties, and covenants of the respective Parties shall
survive the Closing Date and the consummation of the Transactions for a period
of eighteen (18) months.




8.11         Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof,
(except to the extent the laws of the British Virgin Islands are mandatorily
applicable to the Transactions).




8.12         Assignment.  Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the Parties without the prior written consent of each of the
other Parties. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the Parties and their respective
successors and assigns.




[Signature Page
Follows]


18


IN
WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to
be duly executed by their respective authorized signatories as of the date first
indicated above.




ULTRA
      GLORY INTERNATIONAL LTD.By:Name:   Wei
      GuoTitle:   PresidentSHELL
      COMPANY SHAREHOLDERDavid
      Mark LindleyOSSEN
      INNOVATION MATERIALS GROUP,  LTD.By:Name:Title:OSSEN
      SHAREHOLDERSEffectual
      Strengh Enterprises LimitedFascination
      Acme Development LimitedGross
      Inspiration Development LimitedCentury
      Creator LimitedOcean
      Skill Holdings LimitedNew
      Asset International Ltd.Dragon
      Winner Investments
Ltd.


19


SCHEDULE
A




Shell Company
Shareholder:




David
Mark Lindley – 50,000 ordinary shares (5,000,000 ordinary shares following the
effectiveness of the Amended Charter)


8/F
Hollywood Plaza


610
Nathan Road


Kowloon,
Hong Kong




Ossen
Shareholders:




Effectual
Strengh Enterprises Limited - 39,500 ordinary shares


Palm
Grove House, P.O. Box 438


Road
Town


Tortola,
British Virgin Islands





Fascination
Acme Development Limited - 2,000 ordinary shares


Palm
Grove House, P.O. Box 438


Road
Town


Tortola,
British Virgin Islands





Gross
Inspiration Development Limited - 2,000 ordinary shares


Palm
Grove House, P.O. Box 438,


Road
Town


Tortola,
British Virgin Islands





Century
Creator Limited - 1,172 ordinary shares


Quastisky
Building, P.O. Box 4389


Road
Town


Tortola,
British Virgin Islands





Ocean
Skill Holdings Limited - 850 ordinary shares


Akara
Bldg., 24 De Castro Street, Wickhams Cay 1


Road
Town


Tortola,
British Virgin Islands.





New Asset
International Ltd. - 2,239 ordinary shares


Akara
Bldg., 24 De Castro Street, Wickhams Cay 1


Road
Town


Tortola,
British Virgin Islands.





Dragon
Winner Investments Ltd. - 2,239 ordinary shares


Akara
Bldg., 24 De Castro Street, Wickhams Cay 1


Road
Town


Tortola,
British Virgin Islands


20


SCHEDULE
B




Name
      of Shareholder
                          
                          Number of Shares Newly
                            Issued by the Shell
                          
                          
                          Number of Shares
                            Acquired from the Shell
                            Shareholder
                          
                          
                          Total Number of Shell
                            Shares Held Following
                            the Share ExchangeEffectual Strengh
      Enterprises Limited
                          
                          
                          7,900,000
                          
                          
                          
                          3,950,000
                          
                          
                          
                          11,850,000Fascination
      Acme Development Limited
                          
                          
                          400,000
                          
                          
                          
                          200,000
                          
                          
                          
                          600,000Gross
      Inspiration Development Limited
                          
                          
                          400,000
                          
                          
                          
                          200,000
                          
                          
                          
                          600,000Century
      Creator Limited
                          
                          
                          234,400
                          
                          
                          
                          117,200
                          
                          
                          
                          351,600Ocean
      Skill Holdings Limited
                          
                          
                          170,000
                          
                          
                          
                          85,000
                          
                          
                          
                          255,000New
      Asset International Ltd.
                          
                          
                          447,800
                          
                          
                          
                          223,900
                          
                          
                          
                          671,700Dragon
      Winner Investments Ltd.
                          
                          
                          447,800
                          
                          
                          
                          223,900
                          
                          
                          
                          671,700Total
                          
                          
                          10,000,000
                          
                          
                          
                          5,000,000
                          
                          
                          
                          15,000,000




21


ANNEX
A




Definitions




“Action” means any
action, suit, inquiry, notice of violation, proceeding (including any partial
proceeding such as a deposition) or investigation pending or threatened in
writing before or by any court, arbitrator, governmental or administrative
agency, regulatory authority (federal, state, county, local or foreign), stock
market, stock exchange or trading facility.




“Agreement” has the
meaning set forth in the Preamble of this Agreement.




“Amended Charter” has
the meaning set forth in Section 6.1(e) of this Agreement.




“Closing” has the
meaning set forth in Section 1.2 of this Agreement.




“Closing Date” has the
meaning set forth in Section 1.2 of this Agreement.




“Consent” means any
material consent, approval, license, permit, order or
authorization.




“Contract” means any
contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument.




“Exchange” has the
meaning set forth in the Background Section of this Agreement.




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




“Governmental Entity”
means any federal, state, local or foreign government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign.




“Hong Kong” means the
Hong Kong Special Administrative Region of the People’s Republic of
China.




“Intellectual Property
Right” means any patent, patent right, trademark, trademark right, trade
name, trade name right, service mark, service mark right, copyright and other
proprietary intellectual property right and computer program.




“Law” means any
statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or
decree. “Laws”
means the plural of any of the foregoing.




“Lien” means any lien,
security interest, pledge, equity and claim of any kind, voting trust,
stockholder agreement and other encumbrance. “Liens” means the
plural of any of the foregoing.




“Ossen” has the
meaning set forth in the Preamble of this Agreement.




“Ossen Constituent
Instruments” means the certificate of incorporation and memorandum and
articles of association of Ossen and such other constituent instruments of Ossen
as may exist, each as amended to the date of this Agreement.




“Ossen Disclosure
Letter” means the letter delivered from Ossen to Shell Company
concurrently herewith.




“Ossen Financial
Statements” has the meaning set forth in the Section 3.15 of this
Agreement.




“Ossen Material Adverse
Effect” has the meaning set forth in Section 3.1 of this
Agreement.




“Ossen Stock” has the
meaning set forth in the Background Section of this Agreement.


22




“Party” and “Parties” have the
meanings set forth in the Preamble of this Agreement.




“SEC” means the
Securities and Exchange Commission.




“SEC Reports” has the
meaning set forth in Section 4.15 of this Agreement.




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




“Shares” has the
meaning set forth in Section 1.1 of this Agreement.




“Shareholder” has the
meaning set forth in the Preamble of this Agreement.




“Shell Company” has
the meaning set forth in the Preamble of this Agreement.




“Shell Company Constituent
Instruments” means the certificate of incorporation and memorandum and
articles of association of Shell Company and such other constituent instruments
of Shell Company as may exist, each as amended to the date of this
Agreement.




“Shell Company Material
Adverse Effect” has the meaning set forth in Section 4.1 of this
Agreement.




“Shell Company Stock”
has the meaning set forth in the Background Section of this
Agreement.




“Taxes” means all
forms of taxation, whenever created or imposed, and whether of the United States
or elsewhere, and whether imposed by a local, municipal, governmental, state,
foreign, federal or other Governmental Entity, or in connection with any
agreement with respect to such forms of taxation, including all interest,
penalties and additions imposed with respect to such amounts. “Tax” means the
singular of any of the foregoing.




“Tax Returns” means
all federal, state, local, provincial and foreign Tax returns, declarations,
statements, reports, schedules, forms and information returns and any amended
Tax return relating to Taxes.




“Transactions” has the
meaning set forth in Section 1.2 of this Agreement.




“Transaction Document”
means any of this Agreement and any other documents or agreements executed in
connection with the Transactions.




“Voting Ossen Debt”
has the meaning set forth in Section 3.3 of this Agreement.




“Voting Shell Company
Debt” has the meaning set forth in Section 4.3 of this
Agreement.


23