Amendment
No. 1


to


Guarantee


 


THIS AMENDMENT NO. 1 TO GUARANTEE (this
“Amendment”) is entered into this 6th day of December, 2011, by China
Housing & Land Development, Inc., a Nevada corporation (the “Guarantor”) in favor of 天津乔博信道股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xindao Equity Investment Fund Partnership (LLP)); 天津乔博信德股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinde Equity Investment Fund Partnership (LLP)); 天津乔博信仁股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinren Equity Investment Fund Partnership (LLP)); and 天津乔博信艺股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinyi Equity Investment Fund Partnership (LLP)) (collectively, the “Lenders” and individually,
a “Lender”). Capitalized terms used herein without definition shall have the same meanings given them
in the Guarantee (as defined below).


 


RECITALS


 


WHEREAS, Tsining
Housing Development Co., Ltd. (西安新兴房地产开发有限公司)
(the “Obligor”), as Borrower and the wholly-owned subsidiary of the Guarantor and the Lenders are direct and
indirect parties to various Loan Agreements and certain agreements related thereto dated on or about January 27, 2011 (as
amended, restated, or otherwise modified from time to time, the “Loan Agreements”)
involving the Lenders separately entrusting China Construction Bank Co. Ltd. (Shanxi Branch) (中国建设银行股份有限公司陕西省分行)
to provide a loan of approximately RMB200,000,000 (Two Hundred Million Renminbi Yuan) in aggregate amount to the Obligor (the “Secured
Obligations”);


 


WHEREAS, the Guarantor and the Lenders are
parties to that certain Pledge Agreement dated on or about January 27, 2011 (the “Pledge Agreement”);


 


WHEREAS, the Guarantor, the Lenders and the
Obligor are parties to that certain Guarantee Agreement dated on or about January 27, 2011 (the “Guarantee”);


 


WHEREAS, the Guarantor, the Lenders and the
Obligor wish to extend the the Loan Agreement for an additional six (6) months with the new maturity date being July 27, 2012;


 


WHEREAS, in order
to extend the Loan Agreement and subject to Clause 1.1 Section 16 below, it is necessary to extend both the Pledge Agreement and
the Guarantee up to the date that the Secured Obligations (such Secured Obligations including 100% of the RMB200 million
loan principal, plus any accrued and unpaid interest charges and all related penalties and contractual
liabilities (if any)) are settled in full by the Obligor and/or the Guarantor (the “Extension”);


 


WHEREAS, the Guarantor, the Lenders, and the
Obligor desire to amend the Guarantee (including the Pledge Agreement) upon the terms and conditions more fully set forth herein
in order to effect the Extention.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


1. Amendment To Guarantee.


1.1 Section 16.Term.
 Section 16 is added to the Guarantee as follows:


 


“16.Term. Unless otherwise terminated
earlier pursuant to other provisions hereunder or extended by amendment hereto, the Guarantee shall expire on the date that the
Secured Obligations (such Secured Obligations including 100% of the RMB200 million loan principal, plus any accrued and unpaid
interest charges and all penalties and contractual liabilities (if any)) are settled in full by the Obligor and/or the Guarantor)”. 


 


[Signature page to follow]


 






    	 



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Guarantee to be duly executed by their respective authorized officers
as of the day and year first above written.


 


GUARANTOR:


 


CHINA HOUSING & LAND
DEVELOPMENT, inc.


 


By: /s/ Authorized Individual


 Name: Authorized Individual

Title: Authorized Individual


 


OBLIGOR:


 


Tsining Housing Development Co., Ltd. 


(Chinese translation: 西安新兴房地产开发有限公司)


 


By: /s/ Authorized Individual




Name: Authorized Individual

Title: Authorized Individual


 


LENDERS:


 


Tianjin Cube Xindao Equity Investment Fund Partnership (LLP)


(Chinese Translation: 天津乔博信道股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinde Equity Investment Fund Partnership (LLP) 


(Chinese Translation: 天津乔博信德股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinren Equity Investment Fund Partnership (LLP)



(Chinese Translation: 天津乔博信仁股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


 Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinyi Equity Investment Fund Partnership (LLP) 


(Chinese Translation: 天津乔博信艺股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual