FUQI
      INTERNATIONAL HOLDINGS COMPANY, LTD.

    2006
      EQUITY INCENTIVE PLAN

    


    ARTICLE
      1

    PURPOSE

    


    The
      purpose of this Plan is to promote the interests of Fuqi International Holdings
      Company, Ltd., a Nevada corporation (the “Company”)
      and to
      motivate, attract, and retain the services of persons upon whose judgment,
      efforts, and contributions the success of the Company’s business depends. The
      plan is further intended to align the personal interests of such persons with
      the interests of the shareholders of the Company through equity participation
      in
      the Company’s growth and success. Capitalized terms not otherwise defined in the
      text are defined in Article 2.

    


    ARTICLE
      2

    DEFINITIONS

    


    The
      following words and phrases shall have the following meanings for purposes
      of
      this Plan:

    


    (a)  “Award”
means
      any Option, or any Restricted Stock Award or any other right or interest
      relating to Stock, cash or property, granted to a Participant under the
      Plan.

    


    (b)  “Award
      Agreement”
means
      any written agreement, contract, or other instrument or document evidencing
      an
      Award.

    


    (c)  “Board
      of Directors”
means
      the Board of Directors of the Company or, if the context so requires, a
      Committee thereof appointed pursuant to Article 6.

    


    (d)  “Cause”
means
      (i) conviction of any crime involving fraud or gross misconduct, (ii)
      noncompliance with reasonable directives of the Board of Directors or its
      designees, (iii) violation of Company rules, policies or procedures or of the
      Plan or any applicable Award Agreement.

    


    (e)  “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time.

    


    (f)  “Committee”
means
      the committee of the Board of Directors described in Article 6.

    


    (g)  “Disability”
means
      the following: a Participant shall be disabled if he or she is unable to perform
      the duties of his customary position of employment by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or which can be expected to last for a continuous period of not less
      than
      12 months. The Board of Directors may require such medical or other evidence,
      as
      it deems necessary to judge the nature and permanency of the Participant’s
      condition.

    


    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    (h)  “Effective
      Date”
shall
      mean October __, 2006.

    


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

    


    (j)  “Fair
      Market Value”
means
      with respect to Stock or any other property, the fair market value of such
      Stock
      or other property determined by the Board of Directors in good faith using
      such
      methods or procedures as may be established from time to time by the Board
      of
      Directors. Unless otherwise determined by the Board of Directors, the Fair
      Market Value of Stock as of any date shall be the mean between the bid and
      asked
      quotations for the Stock on that date as reported by the National Association
      of
      Securities Dealers Automated Quotation System (NASDAQ) or, if there are no
      bid
      or asked quotations on such date, the mean between the bid and asked quotations
      on the next preceding date for which quotations are available. If the Stock
      is
      subsequently listed and traded upon a recognized securities exchange or shall
      be
      quoted on a recognized national market system, the Fair Market Value shall
      be
      the closing price on such date or, if no closing price is so reported for that
      date, the closing price on the next preceding date for which a closing price
      was
      reported.

    


    (k)  “Incentive
      Stock Option”
means
      an Option that is intended to meet the requirements of Section 422 of the Code
      or any successor provision thereto.

    


    (l)  “Non-Qualified
      Stock Option”
means
      an Option that is not intended to be an Incentive Stock Option.

    


    (m)  “Option”
means
      a
      right granted to a Participant under Article 7 of the Plan to purchase Stock
      at
      a specified price during specified time periods. An Option may be either an
      Incentive Stock Option or a Non-Qualified Stock Option.

    


    (n)  “Participant”
means
      a
      person who, as an employee, officer, director, consultant, independent
      contractor, or adviser of the Company or any Subsidiary, has been granted an
      Award under the Plan.

    


    (o)  “Plan”
means
      Fuqi International Holdings Company, Ltd. 2006 Equity Incentive Plan, as amended
      from time to time.

    


    (p)  “Restricted
      Stock Award”
means
      Stock granted to a Participant or offered for sale to a Participant under
      Article 8.

    


    (q)  “Retirement”
means
      a
      Participant’s termination of employment with the Company after attaining any
      normal or early retirement age specified in any pension, profit sharing, or
      other retirement program sponsored by the Company, if any.

    


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

     

    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      



    (s)  “Stock”
means
      Common Stock of Fuqi International Holdings Company, Ltd., a Nevada
      corporation.

    


    (t)  “Subsidiary”
means
      any corporation of which a majority of the outstanding voting stock or voting
      power is beneficially owned directly or indirectly by the Company.

    


    (u)  “Ten
      Percent Owner”
means
      any individual who, at the date of grant of an Incentive Stock Option, owns
      stock possessing more than ten percent of the total combined voting power of
      all
      classes of Stock of the Company or a Subsidiary. For purposes of determining
      such percentage, the individual with respect to whom such percentage is being
      determined shall be considered as owning the Stock owned, directly or
      indirectly, by or for his brothers and sisters (whether by the whole or half
      blood), spouse, ancestors, and lineal descendants; and Stock owned, directly
      or
      indirectly, by or for a corporation, partnership, estate, or trust, shall be
      considered as being owned proportionately by or for its shareholders, partners,
      or beneficiaries. 

    


    (v)  “Termination
      Date”
means
      the date on which the employment (or other service or relationship in the case
      of a Participant who is not an employee of the Company) of a Participant
      terminates for any reason or no reason.

    


    (w)  “Transfer
      Agent”
means
      the Transfer Agent appointed by the Board of Directors which could include
      the
      Company acting as its own Transfer Agent.

    


    ARTICLE
      3

    EFFECTIVE
      DATE AND TERM

    


    3.1
      Effective Date. The Plan was approved by the Board of Directors and stockholders
      of the Company as of the Effective Date.

    


    3.2
      Term.
      This Plan shall terminate on the tenth anniversary of the Effective Date,
      subject to Article 12.

    


    ARTICLE
      4

    SHARES
      SUBJECT TO THE PLAN

    


    4.1
      Number of Shares. The aggregate number of shares of Stock reserved and available
      for Awards shall initially be three million (3,000,000) shares of
      Stock.

    


    4.2
      Lapsed Awards. To the extent that an Award terminates, expires or lapses for
      any
      reason, any shares of Stock subject to the Award will again be available for
      the
      grant of an Award under the Plan provided the Participant has not received
      any
      benefits of ownership of the Shares subject to the terminated expired or lapsed
      Award, in each case to the full extent available pursuant to the applicable
      rules and interpretations of the Exchange Act and Code.

    


    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    4.3
      Payments in Stock. Any shares of Stock tendered to or withheld by the Company
      in
      connection with payment for Stock purchased pursuant to the Plan or withholding
      taxes thereon shall be added back to the aggregate number of shares reserved
      and
      available for Awards under the Plan in each case to the fullest extent permitted
      under the applicable rules and interpretations of the Exchange Act and
      Code.

    


    4.4
      Stock
      Distributed. Any Stock distributed pursuant to an Award may consist, in whole
      or
      in part, of authorized and unissued Stock, treasury Stock, or Stock purchased
      on
      the open market subject to applicable rules and interpretation of the Exchange
      Act.

    


    ARTICLE
      5

    ELIGIBILITY

    


    Awards
      may be granted only to an individual who is an employee (including an employee
      who also is a director or officer), officer, director, consultant, independent
      contractor, or adviser of the Company or a Subsidiary, as determined by the
      Board of Directors.

    


    ARTICLE
      6

    ADMINISTRATION
      AND AUTHORITY

    


    6.1
      Administration. The Plan shall be administered by the Board of Directors or
      a
      Committee appointed by the Board of Directors to administer the Plan at any
      time
      or from time to time. Once appointed, the Committee shall continue to serve
      until otherwise directed by the Board of Directors. From time to time, the
      Board
      of Directors may increase the size of the Committee and appoint additional
      members thereof, remove members (with or without cause), appoint new members
      in
      substitution therefor, and fill vacancies however caused.

    


    6.2
      Authority. The Committee (or if authorized as Committee, the Board of Directors)
      has the exclusive power, authority, and discretion to:

    


    (a)  designate
      Participants;

    


    (b)  determine
      the type or types of Awards to be granted to each Participant;

    


    (c)  determine
      the number of Awards to be granted and the number of shares of Stock subject
      to
      an Award;

    


    (d)  prescribe
      the form of each Award Agreement, which need not be identical for each
      Participant;

    


    (e)  determine
      the terms and conditions of any Award granted under the Plan, including but
      not
      limited to, the exercise price, grant price, or purchase price, any restrictions
      or limitations on the Award, any schedule for lapse of forfeiture restrictions
      or restrictions on the exercisability of an Award and accelerations or waivers
      thereof, and any modification or amendment of any Award previously granted,
      based in each case on such considerations as the Board of Directors in its
      sole
      discretion determines;

     

    
      
         

      

      
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        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

       

    

    (f)  determine
      whether, to what extent, and under what circumstances an Award may be settled
      in, or the exercise price of an Award may be paid in, cash, Stock, other Awards,
      or other property, or an Award may be canceled, forfeited, or
      surrendered;

    


    (g)  determine
      whether, to what extent, and under what circumstances cash, Stock, other Awards,
      other property, and other amounts payable with respect to an Award shall be
      deferred either automatically or at the election of the holder thereof or of
      the
      Board of Directors;

    


    (h)  decide
      all other matters that must be determined in connection with an
      Award;

    


    (i)  establish,
      adopt, or revise any rules and regulations as it may deem necessary or advisable
      to administer the Plan;

    


    (j)  interpret
      the Plan, any Award, and any Award Agreement in its discretion; and

    


    (k)  make
      all
      other decisions and determinations that may be required under the Plan or as
      the
      Board of Directors deems necessary or advisable to administer the
      Plan.

    


    6.3
      Decisions Binding. All decisions, interpretations, and determinations by the
      Board of Directors with respect to the Plan, any Award, and any Award Agreement
      are final, binding, and conclusive on all parties.

    


    ARTICLE
      7

    STOCK
      OPTIONS

    


    7.1
      Terms
      and Conditions. The Board of Directors is authorized to grant Options to
      Participants on the following terms and conditions:

    


    (a)  Exercise
      Price. The exercise price per share of Stock under an Option shall be determined
      by the Board of Directors.

    


    (b)  Payment.
      Payment for Stock issued upon exercise of an Option shall be made in accordance
      with Article 9 of the Plan.

    


    (c)  Time
      and
      Conditions of Exercise. The Board of Directors shall determine the time or
      times
      at which an Option may be exercised in whole or in part, provided that no Option
      may be exercisable prior to six months following the date of the grant of such
      Option if and to the extent such limitation is necessary or required under
      Rule
      16b-3, or successor authority, under the Exchange Act.

     

    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      



    (d)  Evidence
      of Option. All Options shall be evidenced by a written Award Agreement between
      the Company and the Participant. The Award Agreement shall include such
      provisions as may be specified by the Board of Directors.

    


    7.2
      Incentive Stock Options. The terms of any Incentive Stock Options granted under
      the Plan must comply with the following additional rules:

    


    (a)  Employees
      Only. Incentive Stock Options may only be granted to employees (including
      officers and directors who are also employees) of the Company or a
      Subsidiary.

    


    (b)  Exercise
      Price. The exercise price per share of Stock shall be set by the Board of
      Directors, provided that the exercise price for any Incentive Stock Option
      may
      not be less than the Fair Market Value as of the date of the grant.

    


    (c)  Exercise.
      In no event may any Incentive Stock Option be exercisable for more than ten
      years from the date of its grant.

    


    (d)  Individual
      Dollar Limitation. The aggregate Fair Market Value (determined as of the time
      an
      Award is made) of all shares of Stock with respect to which Incentive Stock
      Options are first exercisable by any one Participant in any calendar year may
      not exceed $100,000. Options granted in excess of this limitation shall be
      deemed to be Non-Qualified Stock Options.

    


    (e)  Ten
      Percent Owners. An Incentive Stock Option may be granted to a Ten Percent Owner,
      provided that at the time such option is granted the exercise price per share
      of
      Stock shall not be less than 110% of the Fair Market Value and such option
      by
      its terms is not exercisable after the expiration of five years from the date
      of
      its grant.

    


    (f)  Expiration
      of Incentive Stock Options. No Award of an Incentive Stock Option may be made
      pursuant to this Plan after the expiration of ten years from the Effective
      Date.

    


    (g)  Right
      to
      Exercise. During a Participant’s lifetime, an Incentive Stock Option may be
      exercised only by the Participant.

    


    (h)  Tax-Qualified
      ISOP Options. All provisions of the Plan relating to Incentive Stock Options
      shall be administered and interpreted in accordance, and so as to comply, with
      the provisions of Section 422 of the Code.

    


    7.3
      Termination of Participant. Notwithstanding the exercise periods set forth
      in
      any Award Agreement, Options shall be subject to the following:

    


    (a)  An
      Option
      shall lapse ten years after it is granted, unless an earlier time is set in
      the
      Award Agreement.

    


    (b)  If
      a
      Participant’s employment is terminated due to Disability, Retirement, or for any
      other reason other than for Cause, such Participant may exercise his or her
      Incentive Stock Options only to the extent that such Incentive Stock Options
      would have been exercisable on the Termination Date; provided, that such
      exercise is made prior to the earlier of (i) the expiration of three months
      (one
      year in the case of Disability) after the Termination Date or (ii) the
      expiration date of the Option set forth in the Award Agreement. If a
      Participant’s employment is terminated due to Cause, the Participant’s Incentive
      Stock Options shall automatically lapse and not be exercisable by the
      Participant, whether or not such Options were vested.

     

    
      
         

      

      
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        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      



    (c)  Except
      as
      otherwise provided in the Award Agreement or thereafter determined by the Board
      of Directors in writing, if a Participant’s employment, contractual or other
      relationship with the Company is terminated due to Disability, Retirement,
      or
      for any other reason other than for Cause, such Participant may exercise his
      or
      her Non-Qualified Stock Options, only to the extent that such Options would
      have
      been exercisable on the Termination Date; provided, that such exercise is made
      within six months after the Termination Date, or such other time period as
      set
      forth in the Award Agreement. If a Participant’s employment, contractual or
      other relationship is terminated due to Cause, the Participant’s Non-Qualified
      Stock Options shall automatically lapse and not be exercisable by the
      Participant, whether or not such Options were vested.

    


    (d)  If
      a
      Participant dies before his or her Options lapse pursuant to this Section,
      then
      the Participant’s Options may be exercised, only to the extent that such Options
      would have been exercisable on the date of the Participant’s death; provided,
      that such exercise is made prior to the earlier of (i) the first anniversary
      of
      such Participant’s death or (ii) the expiration date of the Option set forth in
      the Award Agreement. Upon the Participant’s death, any exercisable Options may
      be exercised by the Participant’s legal representative or
      representatives.

    


    ARTICLE
      8

    RESTRICTED
      STOCK AWARDS

    


    8.1
      Restricted Stock Awards. The Board of Directors is authorized to make Awards
      of
      Restricted Stock to Participants either in the form of a grant of Stock or
      an
      offer to sell Stock to a Participant, in such amounts and subject to such terms,
      conditions and restrictions as may be selected by the Board of Directors. All
      Awards of Restricted Stock shall be evidenced by an Award Agreement. An Award
      Agreement may specify whether, and to what extent, holders of Restricted Stock
      Awards shall have voting, dividend and other rights of holders of
      Stock.

    


    8.2
      Issuance and Restrictions. Restricted Stock shall be subject to such
      restrictions on transferability and other restrictions, including without
      limitation “vesting” or forfeiture restrictions, as the Board of Directors may
      impose. These restrictions may lapse separately or in combination at such times,
      under such circumstances, in such installments, or otherwise, as the Board
      of
      Directors determines at the time of the grant of the Award or
      thereafter.

    


    8.3
      Forfeiture. Except as otherwise determined by the Board of Directors at the
      time
      of the grant of the Award or thereafter, upon termination of employment during
      the applicable restriction period, Restricted Stock that is at that time subject
      to restrictions shall be forfeited and reacquired by the Company; provided,
      however, that the Board of Directors may provide in any Award Agreement that
      restrictions or forfeiture conditions relating to Restricted Stock will be
      waived in whole or in part in specified circumstances, and the Board of
      Directors may in other cases waive in whole or in part restrictions or
      forfeiture conditions relating to Restricted Stock.

    


    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    8.4
      Payment and Certificates for Restricted Stock. If a Restricted Stock Award
      provides for the purchase of Stock by a Participant, payment shall be made
      pursuant to Article 9 of the Plan. Restricted Stock granted under the Plan
      may
      be evidenced in such manner as the Board of Directors shall determine. To the
      extent that an Award is granted in the form of newly issued Restricted Stock,
      the Award recipient, as a condition to the grant of such an Award, shall be
      required to pay to the Company in cash, cash equivalents or other legal
      consideration an amount equal to the par value of such Restricted Stock. To
      the
      extent that an Award is granted in the form of Restricted Stock from the
      Company’s treasury, no such cash consideration shall be required of the Award
      recipients. If certificates representing shares of Restricted Stock are
      registered in the name of the Participant, certificates must bear an appropriate
      legend referring to the terms, conditions, and restrictions applicable to such
      Restricted Stock, and the Company shall retain physical possession of the
      certificate until such time as all applicable restrictions lapse.

    


    ARTICLE
      9

    PAYMENT
      FOR STOCK PURCHASES;

    WITHHOLDING
      TAXES; RELOAD OPTIONS

    


    9.1
      Payment. Payment for Stock purchased pursuant to the Plan may be made in cash
      (by check) or, where expressly approved for the Participant by the Board of
      Directors in an Award Agreement or otherwise in writing and where permitted
      by
      law:

    


    (a)  by
      cancellation of indebtedness of the Company to the Participant;

    


    (b)  by
      surrender of (or attestation to the ownership of) Stock valued at Fair Market
      Value on the date new Stock is purchased under the Plan; provided, however,
      that
      such surrender or attestation shall not be permitted if such action would cause
      the Company to recognize compensation expense (or additional compensation
      expense) with respect to the Award for financial reporting
      purposes;

    


    (c)  by
      waiver
      of compensation due or accrued to Participant for services
      rendered;

    


    (d)  by
      tender
      of property acceptable to the Board of Directors;

    


    (e)  with
      respect only to purchases upon exercise of an Option, and provided that a public
      market for the Stock then exists:

    


    (i)  through
      a
“same day sale” commitment from Participant and a broker-dealer that is a member
      of the National Association of Securities Dealers (a “NASD
      Dealer”)
      whereby Participant irrevocably elects to exercise the Option and to sell a
      portion of the Stock so purchased to pay for the exercise price (and any
      applicable withholding taxes), and whereby the NASD Dealer irrevocably commits
      upon receipt of such Stock to forward the exercise price and any such
      withholding taxes directly to the Company’s Transfer Agent;

    


    
      
         

      

      
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        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

       

    

    (ii)  through
      a
“margin” commitment from Participant and a NASD Dealer whereby Participant
      irrevocably elects to exercise the Option and to pledge the Stock so purchased
      to the NASD Dealer in a margin account as security for a loan from the NASD
      Dealer in the amount of the exercise price (and any applicable withholding
      taxes), and whereby the NASD Dealer irrevocably commits upon receipt of such
      Stock to forward the exercise price and any such withholding taxes directly
      to
      the Company’s Transfer Agent; or

    


    (iii)  through
      any other “cashless exercise” procedure approved by the Board of Directors;
      or

    


    (iv)  by
      any
      combination of the foregoing, or any other method of payment acceptable to
      the
      Board of Directors in its sole discretion.

    


    9.2
      Loan
      Guarantees. The Board of Directors may, in its discretion, help the Participant
      pay for Shares purchased under the Plan by authorizing a guarantee by the
      Company of a third-party loan to the Participant.

    


    9.3
      Tax
      Withholding. The Company or any Subsidiary shall have the authority and the
      right to deduct or withhold, or require a Participant to remit to the Company,
      an amount sufficient to satisfy federal, state, and local taxes (including
      the
      Participant’s FICA obligation) required by law to be withheld with respect to
      any taxable event arising as a result of this Plan. Whenever, under the Plan,
      payments in satisfaction of Awards are to be made in cash, such payment shall
      be
      net of an amount sufficient to satisfy federal, state, and local withholding
      tax
      requirements. With respect to withholding required upon any taxable event
      relating to the issuance of Stock under the Plan, Participants may elect (the
      “Election”),
      on or
      prior to the date of such taxable event, to satisfy the withholding requirement,
      in whole or in part, by having the Company or any Subsidiary withhold shares
      of
      Stock having a Fair Market Value on the date of withholding equal to the amount
      to be withheld for tax purposes. The Board of Directors may disapprove any
      Election or may suspend or terminate the right to make Elections. An Election
      is
      irrevocable. The Board of Directors may, at the time any Award is granted,
      require that any and all applicable tax withholding requirements be satisfied
      by
      the withholding of shares of Stock as set forth above.

    


    9.4
      Reload Options. Award Agreements may contain a provision pursuant to which
      a
      Participant who pays all or a portion of the exercise price of an Option or
      the
      tax required to be withheld pursuant to an exercise of an Option by surrendering
      shares of Stock pursuant to Sections 9.1 or 9.3, respectively, shall be
      automatically granted an Option for the purchase of Stock equal to the number
      of
      shares surrendered (a “Reload
      Option”).
      The
      grant of the Reload Option shall be effective on the date the Participant
      surrenders the shares of Stock in respect of which the Reload Option is granted
      (the “Reload
      Date”).
      The
      Reload Option shall have an exercise price equal to the Fair Market Value of
      the
      Stock on the Reload Date, and shall have a term which is no longer, and which
      shall lapse no later, than the original term of the underlying option. If Stock
      otherwise available under an Incentive Stock Option is withheld pursuant to
      Section 9.3, any Reload Option granted in connection with the withholding shall
      be treated as a new Incentive Stock Option, subject to the rules set forth
      in
      Section 7.2.

    


    
      
         

      

      
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      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    ARTICLE
      10

    PROVISIONS
      APPLICABLE TO AWARDS

    


    10.1
      Stand Alone, Tandem, and Substitute Awards. Awards granted under the Plan may,
      in the discretion of the Board of Directors, be granted either alone or in
      addition to, in tandem with, or in substitution for, any other Award granted
      under the Plan. Awards granted in addition to or in tandem with other Awards
      may
      be granted either at the same time as or at a different time from the grant
      of
      such other Awards.

    


    10.2
      Modification or Assumption of Awards. Within the limitations of the Plan, the
      Board of Directors may modify, extend or assume outstanding Awards or may accept
      the cancellation of outstanding Awards (whether granted by the Company or by
      another issuer) in return for the grant of new Awards for the same or a
      different number of shares and at the same or a different exercise price. The
      foregoing notwithstanding, no modification of an Award shall, without the
      consent of the Participant, alter or impair his or her rights or obligations
      under such Award.

    


    10.3
      Exchange Provisions. The Board of Directors may at any time offer to exchange
      or
      buy out any previously granted Award for a payment in cash, Stock, or another
      Award, based on the terms and conditions the Board of Directors determines
      and
      communicates to the Participant at the time the offer is made.

    


    10.4
      Term
      of Award. The term of each Award shall be for the period as determined by the
      Board of Directors, provided that in no event shall the term of any Incentive
      Stock Option exceed a period of ten years from the date of its
      grant.

    


    10.5
      Form
      of Payment for Awards. Subject to the terms of the Plan and any applicable
      law
      or Award Agreement, payments or transfers to be made by the Company or a
      Subsidiary on the grant or exercise of an Award may be made in such forms as
      the
      Board of Directors determines at or after the time of grant, including without
      limitation, cash, Stock, other Awards, or other property, or any combination,
      and may be made in a single payment or transfer, in installments, or on a
      deferred basis, in each case determined in accordance with rules adopted by,
      and
      at the discretion of, the Board of Directors.

    


    10.6
      Limits on Transfer. No right or interest of a Participant in any Award may
      be
      pledged, encumbered, or hypothecated to or in favor of any party other than
      the
      Company or a Subsidiary, or shall be subject to any lien, obligation, or
      liability of such Participant to any other party other than the Company or
      a
      Subsidiary. Except as otherwise provided below, no Award shall be assignable
      or
      transferable by a Participant other than by will or the laws of descent and
      distribution or, except in the case of an Incentive Stock Option, pursuant
      to a
“domestic relations order” as defined in the Code or Title I of the Employee
      Retirement Income Security Act, or the rules thereunder. In the Award Agreement
      for any Award other than an Award that includes an Incentive Stock Option,
      the
      Board of Directors may allow a Participant to assign or otherwise transfer
      all
      or a portion of the rights represented by the Award to specified individuals
      or
      classes of individuals, or to a trust benefiting such individuals or classes
      of
      individuals, subject to such restrictions, limitations, or conditions as the
      Board of Directors deems appropriate. At the discretion of the Board of
      Directors, the Company may reserve to itself or its assignees in any Award
      a
      right of first refusal to purchase any Stock which a Participant may propose
      to
      transfer to a third party and/or a right to repurchase any and all Stock held
      by
      a Participant upon the Participant’s termination of employment or other
      relationship with the Company or its Parent or Subsidiary for any reason,
      including Death or Disability, at a price for such Stock as determined by the
      Board of Directors.

    


    
      
         

      

      
        SOP-10

        
          

        

      

      
         

      

    

    
       

      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    10.7
      Lock-up Agreement. In addition to any other restrictions on transfer, a
      Participant shall not, without the prior written consent of the Board of
      Directors in its discretion, offer or sell any Stock acquired pursuant to the
      Plan for at least 180 days after the closing of the initial public offering
      of
      securities of the Company registered under the Securities Act, or in the event
      that subsequent to such initial public offering the Stock is not listed and
      traded upon a recognized securities exchange or quoted on a recognized national
      market system, the closing of each offering of securities of the Company
      registered under the Securities Act subsequent to such initial public offering
      through and including the offering after which the Stock is listed and traded
      upon such exchange or system.

    


    10.8
      Stock Certificates. All Stock certificates delivered under the Plan are subject
      to any stop-transfer orders and other restrictions as the Board of Directors
      deems necessary or advisable to comply with federal or state securities laws,
      rules, and regulations and the rules of any national securities exchange or
      automated quotation system on which the Stock is listed, quoted, or traded.
      The
      Board of Directors may place legends on any Stock certificate to reference
      restrictions applicable to the Stock.

    


    ARTICLE
      11

    CHANGES
      IN CAPITAL STRUCTURE

    


    11.1
      General; Adjustments. In the event of a subdivision of the outstanding Stock,
      a
      declaration of a dividend payable in Stock, a declaration of a dividend payable
      in a form other than Stock in an amount that has a material effect on the price
      of the Stock, a combination or consolidation of the outstanding Stock (by
      classification or otherwise) into a lesser number of shares of Stock, a
      recapitalization, a spin-off or a similar occurrence, the Board of Directors
      shall make such adjustments as it, in its sole discretion, deems appropriate
      in
      one or more of (a) the number of shares of Stock available for future Awards
      under Article 4, (b) the limitations set forth in Article 4, (c) the number
      and
      kind of shares of Stock covered by each outstanding Award or (d) the exercise
      price under each outstanding Option and other Award in the nature of rights
      that
      may be exercised. Except as provided in this Article 11, a Participant shall
      have no rights by reason of any issue by the Company of stock of any class
      or
      securities convertible into stock of any class, any subdivision or consolidation
      of shares of stock of any class, the payment of any stock dividend or any other
      increase or decrease in the number of shares of stock of any class.

    


    
      
         

      

      
        SOP-11

        
          

        

      

      
         

      

    

    
       

      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    11.2
      Dissolution or Liquidation. To the extent not previously exercised, Awards
      shall
      terminate immediately prior to the dissolution or liquidation of the
      Company.

    


    11.3
      Reorganizations. In the event that the Company is a party to a merger,
      consolidation or other reorganization, outstanding Awards shall be subject
      to
      the agreement of merger, consolidation or reorganization. The Board of Directors
      may cause such agreement to provide, without limitation, (a) for the
      continuation of outstanding Awards by the Company (if the Company is a surviving
      corporation), (b) for their assumption by the surviving corporation or its
      parent or subsidiary, (c) for the substitution by the surviving corporation
      or
      its parent or subsidiary of its own awards for such Awards, (d) for accelerated
      vesting, accelerated expiration and/or lapse of restrictions, or (e) for
      settlement in cash or cash equivalents. If the Board of Directors does not
      cause
      such agreement to provide for one of the alternatives in (a), (b), (c), (d)
      or
      (e) above, then all outstanding Options and other Awards in the nature of rights
      that may be exercised shall become fully exercisable and all restrictions on
      other Awards shall lapse, upon the effectiveness of the transactions
      contemplated by such agreement.

    


    ARTICLE
      12

    AMENDMENT,
      MODIFICATION, AND TERMINATION

    


    12.1
      General. With the approval of the Board of Directors, at any time and from
      time
      to time, the Board of Directors may terminate, amend, or modify the Plan. An
      amendment or modification of the Plan shall be subject to the approval of the
      shareholders of the Company only to the extent required by applicable laws,
      regulations and rules.

    


    12.2
      Awards Previously Granted. No termination, amendment, or modification of the
      Plan shall adversely affect in any material way any Award previously granted
      under the Plan, without the written consent of the Participant.

    


    ARTICLE
      13

    GENERAL
      PROVISIONS

    


    13.1
      No
      Rights to Awards. No Participant or employee shall have any claim to be granted
      any Award under the Plan, and neither the Company nor the Board of Directors
      is
      obligated to treat Participants and employees uniformly.

    


    13.2
      No
      Stockholder Rights. No Award gives the Participant any of the rights of a
      shareholder of the Company unless and until shares of Stock are in fact issued
      to such person in connection with such Award.

    


    13.3
      No
      Right to Employment. Nothing in the Plan or any Award Agreement shall interfere
      with or limit in any way the “at will” nature of any Participant’s employment or
      other relationship with the Company or any Subsidiary, nor confer upon any
      Participant any right to continue in the employment or any other relationship
      of
      the Company or any Subsidiary, and the Company and each Subsidiary reserve
      the
      right to terminate any Participant’s employment or other relationship at any
      time.

    


    
      
         

      

      
        SOP-12

        
          

        

      

      
         

      

    

    
       

      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    13.4
      Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
      incentive and deferred compensation. With respect to any payments not yet made
      to a Participant pursuant to an Award, nothing contained in the Plan or any
      Award Agreement shall give the Participant any rights that are greater than
      those of a general creditor of the Company or any Subsidiary.

    


    13.5
      Relationship to Other Benefits. No payment under the Plan shall be taken into
      account in determining any benefits under any pension, retirement, savings,
      profit sharing, group insurance, welfare or other benefit plan of the Company
      or
      any Subsidiary.

    


    13.6
      Expenses. The expenses of administering the Plan shall be borne by the Company
      and its Subsidiaries.

    


    13.7
      Titles and Headings. The titles and headings of the Articles and Sections in
      the
      Plan are for convenience of reference only, and in the event of any conflict,
      the text of the Plan, rather than such titles or headings, shall
      control.

    


    13.8
      Fractional Shares. No fractional shares of stock shall be issued and the Board
      of Directors shall determine, in its discretion, whether cash shall be given
      in
      lieu of fractional shares or whether such fractional shares shall be eliminated
      by rounding up to the next whole number of shares.

    


    13.9
      Securities Law Compliance. With respect to any person who is, on the relevant
      date, obligated to file reports under Section 16 of the Exchange Act,
      transactions under this Plan are intended to comply with all applicable
      conditions of Section 16 or its successors under the Exchange Act. To the extent
      any provision of the Plan or any Award Agreement or any action by the Board
      of
      Directors fails to so comply, it shall be void to the extent required by law
      and
      voidable as deemed advisable by the Board of Directors.

    


    13.10
      Government and Other Regulations. The obligation of the Company to make payment
      of awards in Stock or otherwise shall be subject to all applicable laws, rules,
      and regulations, and to such approvals by government agencies as may be
      required. The Company shall be under no obligation to register under the
      Securities Act, any of the shares of Stock paid under the Plan. If the shares
      of
      Stock paid under the Plan may in certain circumstances be exempt from
      registration under the Securities Act, the Company may restrict the transfer
      of
      such shares in such manner as it deems advisable to ensure the availability
      of
      any such exemption.

    


    13.11
      Governing Law. The Plan and all Award Agreements shall be construed in
      accordance with and governed by the laws of the State of Arizona.

    


    
      
         

      

      
        SOP-13

        
          

        

      

      
         

      

    

    
       

      Fuqi
        International Holdings Company, Ltd.

      2006
        EQUITY INCENTIVE PLAN 

      
        

      

    

     

    13.12  Nonexclusivity
      of the Plan. Neither the adoption of the Plan nor the submission of the Plan
      to
      the shareholders of the Company for approval shall be construed as creating
      any
      limitations upon the right and authority of the Board of Directors to adopt
      such
      other incentive compensation arrangements (which arrangements may be applicable
      either generally to a class or classes of individuals or specifically to a
      particular individual or individuals) as the Board of Directors in its
      discretion determines desirable, including, without limitation, the granting
      of
      stock options or other rights otherwise than under the Plan.

    


    DATED:
       October
      31, 2006

     

    


    BY:
      

    
      
        

      

    

    Lanny
      R.
      Lang, Secretary

     

    
      
         

      

      
        SOP-14