EXHIBIT
      10.42

     

    SUBSCRIPTION
      AGREEMENT

     

    Winner
      Group Limited

    Winner
      Industrial Park, Bulong Road

    Longhua,
      Shenzhen City, 518109

    People’s
      Republic of China

     

    Ladies
      and Gentlemen:

     

    The
      undersigned subscriber (“Subscriber”)
      hereby
      tenders this Subscription Agreement (this “Agreement”)
      in
      accordance with and subject to the terms and conditions set forth
      herein:

     

    1.  Subscription.

     

    1.1  Subscriber
      hereby subscribes for and agrees to purchase the number of Ordinary Shares
      (the
“Shares”),
      of
      Winner Group Limited, a Cayman Islands corporation (the “Company”),
      indicated on the signature page attached hereto at the purchase price set forth
      on such signature page (the “Purchase
      Price”).
      Subscriber has made payment by wire transfer of funds in accordance with
      instructions from the Company in the full amount of the Purchase Price of the
      Shares for which Subscriber is subscribing (the “Payment”).

     

    1.2  This
      Agreement is part of an offering of Ordinary Shares being conducted by the
      Company (the “Offering”).
      Under
      the terms of the Offering, the Company seeks to raise $10,400,000 (USD)
      (proceeds from the Offering being referred to herein as the “Gross
      Offering Proceeds”)
      based
      on an Offering price of $74.616 per
      share, which represents 12.20% of the equity ownership in the Company.
      Immediately following the closing of the Offering, such Shares shall be
      exchanged for shares of the common stock (the “Public
      Company Shares”)
      of a US
      domiciled company that is obligated to file periodic reports with the US
      Securities and Exchange Commission and whose shares are eligible for quotation
      on the NASD Over-the Counter Bulletin Board (the “Public
      Company”)
      upon
      the closing of a stock exchange transaction (the “Exchange
      Transaction”)
      between
      the Company and the Public Company. Upon consummation of the Exchange
      Transaction and certain private placements occurring at the time of, or
      immediately following, the Exchange Transaction (the “Concurrent
      Placements”),
      it is
      anticipated that Subscribers in the Offering will own 11.55% of the issued
      and
      outstanding common stock of the Public Company.

     

    1.3  The
      Company agrees that neither it nor the Public Company shall undertake any other
      financings (other than acquisitions utilizing capital stock of the Company
      or
      the Public Company, it being understood that the shares issuable in such
      transaction shall not be registered until the Registration Statement is deemed
      effective by the SEC) involving Equity Common Shares (as defined below) on
      terms
      more favorable than those in the Offering until thirty (30) days after the
      effectiveness of the Registration Statement (as that term is defined below)
      covering all of the Public Company Shares, without the prior written approval
      of
      the holders of a majority of the Public Company Shares. The Company and the
      Public Company may complete a financing on terms that are equivalent or less
      favorable than those in the Offering at their discretion; however, the Company
      acknowledges that the Equity Common Shares sold in such an offering can not
      be
      registered for resale until after the date the Registration Statement is
      declared effective by the SEC. The term “Equity Common
      Shares”
as
      used
      herein shall mean all capital
      stock of the Company or the Public Company, plus all rights, warrants, options,
      convertible preferred shares, indebtedness, exchangeable securities or other
      rights, exercisable for or convertible into, directly or indirectly, capital
      stock of the Company or the Public Company. Notwithstanding the above, “Equity
      Common Shares” shall not include any common shares of the Public Company issued
      pursuant to any incentive or stock option plan of the Public Company approved
      by
      the shareholders or the board of directors of the Public Company. For the
      avoidance of doubt, the Subscribers acknowledge and agree that immediately
      after
      the Exchange Transaction, the Public Company intends to effect the Concurrent
      Placements in which the Public Company will raise $1,600,000 and issue 793,260
      Public Company Shares and that such Public Company Shares are being included
      in
      the Registration Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4  Subscriber
      understands that it will not earn interest on any funds held by the Company.
      The
      funds and the Shares will be held in escrow pending the closing of the Offering.
      Attached as Exhibit “A” hereto is the form of Escrow Agreement (the
“Escrow
      Agreement”)
      that
      will govern the maintenance of funds and the Shares until the sooner of the
      closing of the Offering or the expiration thereof. The Closing Date of the
      Offering is referred to as the “Closing
      Date.”
The
      Closing shall occur on or before January 16, 2006. The Company shall have the
      right to a one time 45 day extension of the Closing Date upon receipt of the
      written consent of all Subscribers to the Offering . If the Offering is not
      closed by said date all Gross Offering Proceeds then in escrow shall be returned
      to the Subscriber and the certificates representing the Shares shall be
      cancelled. The closing shall be deemed to have occurred upon the satisfaction
      of
      the following conditions and in the following sequence: (a) confirmation from
      the Escrow Agent, as identified in the Escrow Agreement, that $10,400,000 is
      on
      deposit; (b) participation by each of the Subscribers to the Offering in the
      Exchange Transaction; and (c) the Public Company files a registration statement
      on a suitable form (the “Registration
      Statement”)
      with
      the U.S. Securities and Exchange Commission to register the Public Company
      Shares held by the Subscribers to the Offering and the Subscribers receive
      an
      opinion of counsel to the Company in form and substance reasonably satisfactory
      to the Subscribers. Gross Offering Proceeds will not be released to either
      the
      Company or the Public Company until such time as each of the forgoing has been
      completed. Certificates will be issued in the name of each such Subscriber,
      and
      the name of such Subscriber will be registered on the stock transfer books
      of
      the Public Company as the record owner of Public Company Shares. As of the
      filing date of the Registration Statement, the Public Company will promptly
      thereafter issue to each subscriber a stock certificate for the Public Company
      Shares to which it is entitled.

     

    1.5  Subscriber
      hereby agrees to be bound hereby upon (i) execution and delivery to the Company
      of the signature page to this Agreement and (ii) written acceptance on the
      Closing Date by the Company of Subscriber’s subscription, which shall be
      confirmed by faxing to the Subscriber the signature page to this Agreement
      that
      has been executed by the Company (the “Subscription”).

     

    2.  Offering
      Materials

     

    Subscriber
      represents and warrants that it is in receipt of and that it has carefully
      read
      the following items:

     

    (a)  The
      Company’s business plan, the form of which is attached hereto (the “Business
      Plan”);

     

    (b)  The
      audited consolidated financial statements of the Company and its
      subsidiaries,
      for the
      fiscal years ended September 30, 2005 and 2004 (the “Financial
      Statements”);
      

     

    (c)  The
      Exchange Agreement;

     

    (d)  The
      Escrow Agreement; and

     

    (e)  A
      draft
      of the Registration Statement.

     

    The
      documents listed in this Section 2 shall be referred to herein as the
“Disclosure
      Documents.”

     

    3.  Conditions
      to Subscriber’s Obligations.

     

    3.1  The
      obligation of Subscriber to close the transaction contemplated by this Agreement
      (the “Transaction”)
      is
      subject to the satisfaction on or prior to the Closing Date of the following
      conditions set forth in Sections 3.2 through 3.8 hereof. 

     

    3.2  The
      Company shall have executed this Agreement.

     

    3.3  The
      Board
      of Directors of the Company shall have adopted resolutions consistent with
      Section 4.1(d) below.

     

    
      
        
        

      

      
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    3.4  Subscriber
      shall have received copies of all documents and information which it may have
      reasonably requested in connection with the Offering. 

     

    3.5  The
      Exchange shall have been simultaneously consummated.

     

    3.6  The
      Registration Statement shall have been filed with the SEC and the Subscribers
      shall have received an opinion of counsel to the Company in form and substance
      reasonably satisfactory to the Subscribers. It being further acknowledged that
      the effectiveness of the Registration Statement shall be maintained until the
      earlier of the second anniversary of the declaration of its effectiveness by
      the
      SEC or the date all the shares of common stock registered therein have been
      sold.

     

    3.7  The
      representations and warranties of the Company shall be true and correct on
      and
      as of the Closing Date as though made on and as of such date.

     

    3.8  If
      so
      requested by Subscriber, the Company shall have delivered to the custodian
      for
      the Subscriber duly executed certificate(s), registered in the name of
      Subscriber’s nominee, representing the Public Company Shares.

     

    4.  Representations
      and Warranties.

     

    4.1  The
      Company represents and warrants to Subscriber that, at the date of this
      Agreement and as of the Closing Date:

     

    (a)  The
      Company and each of its subsidiaries (other than Chongyang Wenqiang Medical
      Treatment Materials Co., Ltd, which is being liquidated because its term has
      expired) are corporations duly organized, validly existing and in good standing
      under the laws of their jurisdiction of incorporation, with all requisite
      corporate power and authority to carry on the business in which they are engaged
      and to own the properties they own, and the Company has all requisite power
      and
      authority to execute and deliver this Agreement and to consummate the
      transactions contemplated hereby. The Company and each of its subsidiaries
      are
      duly qualified and licensed to do business and are in good standing in all
      jurisdictions where the nature of their business makes such qualification
      necessary, except where the failure to be qualified or licensed would not have
      a
      material adverse effect on the business of the Company and its subsidiaries,
      taken as a whole. The ownership of by the Company of its subsidiaries that
      are
      located in the People’s Republic of China complies with all applicable laws of
      the People’s Republic of China.

     

    (b)  Except
      as
      otherwise described in the Disclosure Documents, there are no legal actions
      or
      administrative proceedings or investigations instituted, or to the best
      knowledge of the Company threatened, against the Company or its subsidiaries,
      that could reasonably be expected to have a material adverse effect on the
      Company or any subsidiary, any of the Shares, or the business of the Company
      and
      its subsidiaries, or which concerns the transactions contemplated by this
      Agreement.

     

    (c)  The
      audited financial statements of the Company as of September 30, 2005 and 2004,
      including the notes contained therein, fairly present the financial position
      of
      the Company at the respective dates thereof and the results of its operations
      for the periods purported to be covered thereby. Such financial statements
      have
      been prepared in conformity with generally accepted accounting principles
      consistently applied with prior periods subject to any comments and notes
      contained therein. Since September 30, 2005, there has been no material adverse
      change in the financial condition of the Company from the financial condition
      stated in such financial statements.

     

    (d)  The
      Company, by appropriate and required corporate action, has, or will have prior
      to the date hereof, duly authorized the execution of this Agreement and duly
      effected the issuance of the Shares. The Shares are not subject to preemptive
      or
      other rights of any stockholders of the Company and when issued in accordance
      with the terms of this Agreement, the Shares will be validly issued, fully
      paid
      and non-assessable and free and clear of all pledges, liens and
      encumbrances.

     

    
      
        
        

      

      
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    (e)  Performance
      of this Agreement and compliance with the provisions hereof will not violate
      any
      provision of any applicable law or of the charter documents of the Company,
      or
      of any of its subsidiaries, and, will not conflict with or result in any breach
      of any of the terms, conditions or provisions of, or constitute a default under,
      or result in the creation or imposition of any lien, charge or encumbrance
      upon,
      any of the properties or assets of the Company, or of any of its subsidiaries,
      pursuant to the terms of any indenture, mortgage, deed of trust or other
      agreement or instrument binding upon the Company, or any of its subsidiaries,
      other than such breaches, defaults or liens which would not have a material
      adverse effect on the Company and its subsidiaries taken as a whole. The Company
      is not in default under any provision of its organizational documents or under
      any provision of any agreement or other instrument to which it is a party or
      by
      which it is bound or of any law, governmental order, rule or regulation so
      as to
      affect adversely in any material manner its business or assets or its condition,
      financial or otherwise.

     

    (f)  The
      Disclosure Documents, taken together, do not contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      to
      make the statements contained therein not misleading. 

     

    (g)  This
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company, enforceable against the Company
      in
      accordance with its terms. 

     

    (h)  No
      registration, authorization, approval, qualification or consent of any court
      or
      governmental authority or agency is necessary in connection with the execution
      and delivery of this Agreement or the offering, issuance or sale of the Shares
      under this Agreement.

     

    (i)  The
      Company is not now, and after the sale of the Shares under this Agreement and
      under all other agreements and the application of the net proceeds from the
      sale
      of the Shares will not be, an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended.

     

    (j)  Subject
      to the accuracy of the Subscribers’ representations and warranties in Section 7
      of this Agreement, the offer, sale, and issuance of the Shares in conformity
      with the terms of this Agreement constitute transactions exempt from the
      registration requirements of Section 5 of the Securities Act of 1933, as amended
      (the “Securities Act”) and from the registration or qualification requirements
      of the laws of any applicable state.

     

    (k)  Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales in any security
      or
      solicited any offers to buy any security under circumstances that would require
      registration under the Securities Act of the issuance of the Shares to the
      Subscriber.

     

    (l)  Immediately
      following the Closing, but no later than 9:30am Eastern Time on the business
      day
      following the Closing Date, the Company shall issue a press release, in a form
      suitable to the Subscribers, disclosing the material terms of the
      Offering.

     

    (m)  The
      Company agrees that all required documents related to the Offering will be
      filed
      as exhibits to the Current Report on form 8-K to be filed with the SEC by the
      Public Company on the business day following the Closing Date. 

     

    (n)  The
      authorized capital of the Company consists of 360,000,000 Ordinary Shares of
      HK$1.00 par value per share. A total of 1,000,000 Ordinary Shares are issued
      and
      outstanding as of the date hereof. Immediately after the Closing, there will
      be
      a total of 1,143,000 Ordinary Shares issued and outstanding. 

     

    4.2  The
      Company shall indemnify and hold harmless the Subscribers from and against
      all
      fees, commissions or other payments owing by the Company to any other person
      or
      firm acting on behalf of the Company hereunder.

     

    
      
        
        

      

      
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    5.  Transfer
      and Registration Rights.

     

    5.1  Subscriber
      acknowledges that it is acquiring the Shares for its own account and for the
      purpose of investment and not with a view to any distribution or resale thereof
      within the meaning of the Securities Act and any applicable state or other
      securities laws (“State
      Acts”).
      Subscriber further agrees that, except in connection with the Exchange
      Transaction, it will not sell, assign, transfer or otherwise dispose of any
      of
      the Shares in violation of the Securities Act or state blue sky laws and
      acknowledges that, in taking unregistered Shares, it must continue to bear
      economic risk in regard to its investment for an indefinite period of time
      because of the fact that such securities have not been registered under the
      Securities Act or state blue sky laws and further realizes that such securities
      cannot be sold unless subsequently registered under the Securities Act or an
      exemption from such registration is available. Subject to the foregoing, nothing
      contained herein shall be deemed a representation or warranty by such Subscriber
      to hold the Shares for any period of time.

     

    5.2  The
      Shares issued pursuant to this Agreement may not be transferred except in a
      transaction which is in compliance with the Securities Act or pursuant to an
      exemption therefrom.

     

    6.  Closing.

     

    6.1  The
      closing of the Offering shall take place at such time and at such place as
      the
      Company shall determine, provided that the Closing shall occur no later than
      January 16, 2006, unless otherwise extended pursuant to the terms of this
      Agreement. If the closing of the sale of Shares to Subscriber has not occurred
      within the time frame provided in the previous sentence, then Subscriber may
      terminate this Agreement by giving written notice to the Company. 

     

    7.  Subscriber
      Representations.
      Subscriber hereby represents, warrants and acknowledges and agrees with the
      Company as follows:

     

    7.1  Subscriber
      has been furnished with and has carefully read the Disclosure Documents as
      set
      forth in Section 2 hereto and is familiar with the terms of the Offering. With
      respect to individual or partnership tax and other economic considerations
      involved in this investment, Subscriber is not relying on the Company (or any
      agent or representative of any of the Company). Subscriber has carefully
      considered and has, to the extent Subscriber believes such discussion necessary,
      discussed with Subscriber’s legal, tax, accounting and financial advisers the
      suitability of an investment in the Shares for Subscriber’s particular tax and
      financial situation.

     

    7.2  Subscriber
      has had an opportunity to inspect relevant documents relating to the
      organization and operations of the Company. Subscriber acknowledges that all
      documents, records and books pertaining to this investment which Subscriber
      has
      requested have been made available for inspection by Subscriber and Subscriber’s
      attorney, accountant or other adviser(s).

     

    7.3  Subscriber
      and/or Subscriber’s advisor(s) has/have had a reasonable opportunity to ask
      questions of and receive answers and to request additional relevant information
      from a person or persons acting on behalf of the Company concerning the
      Offering.

     

    7.4  Subscriber
      is not subscribing for the Shares as a result of or subsequent to any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar.

     

    7.5  Subscriber
      is an “accredited investor,” within the meaning of Rule 501(a) of
      Regulation D under the Securities Act (“Regulation
      D”).
      Subscriber, by reason of Subscriber’s business or financial experience or the
      business or financial experience of Subscriber’s professional advisers who are
      unaffiliated with and who are not compensated by the Company or any affiliate,
      directly or indirectly, can be reasonably assumed to have the capacity to
      protect Subscriber’s own interests in connection with the transaction.
      Subscriber further acknowledges that he has read the written materials provided
      by the Company. 

     

    7.6  Subscriber
      has adequate means of providing for Subscriber’s current financial needs and
      contingencies, is able to bear the substantial economic risks of an investment
      in the Shares for an indefinite period of time, has no need for liquidity in
      such investment and, at the present time, could afford a complete loss of such
      investment.

     

    
      
        
        

      

      
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    7.7  Subscriber
      has such knowledge and experience in financial, tax and business matters so
      as
      to enable Subscriber to use the information made available to Subscriber in
      connection with the Offering to evaluate the merits and risks of an investment
      in the Shares and to make an informed investment decision with respect
      thereto.

     

    7.8  Subscriber
      recognizes that investment in the Shares involves substantial risks. Subscriber
      further recognizes that no Federal or state agencies have passed upon this
      offering of the Shares or made any finding or determination as to the fairness
      of this investment.

     

    7.9  Subscriber
      acknowledges that each certificate representing the Public Company Shares shall
      contain a legend substantially in the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS
      FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN
      OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO
      THE
      COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE
      AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
      FOR AN INDEFINITE PERIOD OF TIME.

     

    7.10  If
      this
      Agreement is executed and delivered on behalf of a partnership, corporation,
      trust or estate: (i) such partnership, corporation, trust or estate has the
      full
      legal right and power and all authority and approval required (a) to execute
      and
      deliver, or authorize execution and delivery of, this Agreement and all other
      instruments executed and delivered by or on behalf of such partnership,
      corporation, trust or estate in connection with the purchase of the Shares,
      (b)
      to delegate authority pursuant to a power of attorney and (c) to purchase and
      hold such Shares; (ii) the signature of the party signing on behalf of such
      partnership, corporation, trust or estate is binding upon such partnership,
      corporation, trust or estate; and (iii) such partnership, corporation or trust
      has not been formed for the specific purpose of acquiring the Shares, unless
      each beneficial owner of such entity is qualified as an “accredited investor”
within the meaning of Regulation D and has submitted information substantiating
      such individual qualification.

     

    7.11  If
      Subscriber is a retirement plan or is investing on behalf of a retirement plan,
      Subscriber acknowledges that investment in the Shares poses risks in addition
      to
      those associated with other investments, including the inability to use losses
      generated by an investment in the Shares to offset taxable income.

     

    7.12  The
      Subscriber is not, nor is it acting as an agent, representative, intermediary
      or
      nominee for, a person identified on the list of blocked persons maintained
      by
      the Office of Foreign Assets Control, U.S. Department of Treasury. In addition,
      the Subscriber has complied with all applicable U.S. laws, regulations,
      directives, and executive orders relating to anti-money laundering , including
      but not limited to the following laws: (1) the Sharing and Strengthening America
      by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
      Act
      of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property
      and
      Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
      Terrorism) of September 23, 2001. The Subscriber shall ensure that it obtains
      a
      representation similar to the foregoing from any transferee of the Shares of
      the
      Company’s Common Stock purchased by the Subscriber pursuant to this Agreement.
      Further, this transaction and any resale of Shares by the Subscriber to
      transferees shall not violate the statutes mentioned in this
      representation.

     

    
      
        
        

      

      
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    8.  Understandings.

     

    Subscriber
      understands, acknowledges and agrees with the Company as follows:

     

    8.1  Subscriber
      hereby acknowledges and agrees that upon notice of acceptance from the Company
      pursuant to Section 1.3, the Subscription hereunder is irrevocable by
      Subscriber, that, except as required by law or as permitted under Section 6.1
      above, Subscriber is not entitled to cancel, terminate or revoke this Agreement
      or any agreements of Subscriber hereunder and that this Subscription Agreement
      and such other agreements shall survive the death or disability of Subscriber
      and shall be binding upon and inure to the benefit of the parties hereto and
      their respective heirs, executors, administrators, successors, legal
      representatives and permitted assigns. If Subscriber is more than one person,
      the obligations of Subscriber hereunder shall be joint and several and the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and his
      or
      her heirs, executors, administrators, successors, legal representatives and
      permitted assigns.

     

    8.2  No
      federal or state agency has made any findings or determination as to the
      fairness of the terms of this Offering for investment, nor any recommendations
      or endorsement of the Shares.

     

    8.3  The
      Offering is intended to be exempt from registration under the Securities Act
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Rule 506
      of
      Regulation D thereunder, which is in part dependent upon the truth, completeness
      and accuracy of the statements made by Subscriber herein.

     

    8.4  It
      is
      understood that in order not to jeopardize the Offering’s exempt status under
      Section 4(2) of the Securities Act and Regulation D, any transferee may, at
      a
      minimum, be required to fulfill the investor suitability requirements
      thereunder.

     

    8.5  No
      person
      or entity acting on behalf, or under the authority, of Subscriber is or will
      be
      entitled to any broker’s, finder’s or similar fee or commission in connection
      with this Subscription. The Subscriber acknowledges and agrees, however, that
      Global Hunter Securities, LLC is acting as the Placement Agent for this private
      placement and will receive a cash fee that is equal to five percent (5%) of
      the
      total amount raised, such fee being payable by the Company. 

     

    8.6  Subscriber
      acknowledges that the information furnished in this Agreement by the Company
      to
      Subscriber or its advisers in connection with the Offering, is confidential
      and
      nonpublic and agrees that all such written information which is material and
      not
      yet publicly disseminated by the Company shall be kept in confidence by
      Subscriber and neither used by Subscriber for Subscriber’s personal benefit
      (other than in connection with this Subscription), nor disclosed to any third
      party, except Subscriber’s legal and other advisers who shall be advised of the
      confidential nature of such information, for any reason; provided, however,
      that
      this obligation shall not apply to any such information that (i) is part of
      the
      public knowledge or literature and readily accessible at the date hereof, (ii)
      becomes a part of the public knowledge or literature and readily accessible
      by
      publication (except as a result of a breach of this provision) or (iii) is
      received from third parties (except third parties who, to the knowledge of
      the
      Subscriber, disclose such information in violation of any confidentiality
      agreements or obligations, including, without limitation, any subscription
      agreement entered into with the Company).
      Following the filing of the Form 8-K pursuant to Section 4.1(m) herein, the
      Subscriber will not be in possession of any non-public information with respect
      to the Company. 

     

    8.7  The
      representations, warranties and agreements of Subscriber and the Company
      contained herein and in any other writing delivered in connection with the
      Offering shall be true and correct in all material respects on and as of the
      Closing Date of such Subscription as if made on and as of the date the Company
      executes this Agreement and shall survive the execution and delivery of this
      Agreement and the purchase of the Shares.

     

    8.8  IN
      MAKING
      AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE
      COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
      THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
      COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A
      CRIMINAL OFFENSE.

     

    
      
        
        

      

      
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    9.  Miscellaneous.

     

    9.1  Except
      as
      set forth elsewhere herein, any notice or demand to be given or served in
      connection herewith shall be deemed to be sufficiently given or served for
      all
      purposes by being sent as registered or certified mail, return receipt
      requested, postage prepaid, in the case of the Company, addressed to it at
      the
      address set forth below:

     

    
      	
              Winner
                Group Limited

              Winner
                Industrial Park, Bulong Road

              Longhua,
                Shenzhen City, 518109

              People’s
                Republic of China

            


    

     

    and
      in
      the case of Subscriber to the address set forth on the Signature Page
      hereto

     

    9.2  This
      Agreement shall be enforced, governed and construed in accordance with the
      laws
      of the State of New York without giving effect to choice of laws principles
      or
      conflict of laws provisions thereof.

     

    9.3  The
      parties hereby irrevocably consent and submit to the jurisdiction of the state
      and federal courts located in the State of New York for all
      purposes.

     

    9.4  Subscriber
      hereby waives, and agrees not to assert against the Company, or any successor
      assignee thereof, by way of motion, as a defense, or otherwise, in any such
      suit, action or proceeding, (i) any claim that the Subscriber is not personally
      subject to the jurisdiction of the above-named courts, and (ii) to the extent
      permitted by applicable law, any claim that such proceeding relating to the
      enforcement of an award is in an inconvenient forum or that the venue of any
      such proceeding is improper or that this Agreement may not be enforced or that
      judgment may not be entered in any such courts.

     

    9.5  In
      any
      action, proceeding or counterclaim brought to enforce any of the provisions
      of
      this Agreement or to recover damages, costs and expenses in connection with
      any
      breach of the Agreement, the prevailing party, as determined by the finder
      of
      fact, shall be entitled to be reimbursed by the opposing party for all of the
      prevailing party’s reasonable outside attorneys’ fees, costs and other
      out-of-pocket expenses incurred in connection with such action, proceeding
      or
      counterclaim.

     

    9.6  This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof. There are no restrictions, promises, warranties
      or
      undertakings, other than those set forth herein. The Company acknowledges that
      all material facts upon which it has relied in forming its decision to enter
      into this Agreement are expressly set forth herein and further acknowledges
      that
      the Subscriber has not made any representations, express or implied, which
      are
      not set expressly set forth herein. This Agreement supercedes all prior
      agreements and understandings among the parties hereto with respect to the
      subject matter hereof.

     

    9.7  The
      Company shall indemnify, defend and hold harmless Subscriber and each of its
      agents, partners, members, officers, directors, representatives, or affiliates
      (collectively, the “Subscriber
      Indemnities”)
      against any and all losses, liabilities, claims and expenses, including
      reasonable attorneys’ fees (“Losses”),
      sustained by Subscriber Indemnities resulting from, arising out of, or connected
      with any material inaccuracy in, breach of, or nonfulfillment of any
      representation, warranty, covenant or agreement made by or other obligation
      of
      the Company contained in this Agreement (including the Exhibits hereto) or
      in
      any document delivered in connection herewith.

     

    9.8  Subscriber
      shall indemnify, defend and hold harmless the Company and each of its agents,
      partners, members, officers, directors, representatives, or affiliates
      (collectively, the “Company
      Indemnities”)
      against any and all Losses sustained by the Company Indemnities resulting from,
      arising out of, or connected with any material inaccuracy in, breach of, or
      non-fulfillment of any representation, warranty, covenant or agreement made
      by
      or other obligation of Subscriber contained in this Agreement (including the
      Exhibits hereto) or in any document delivered in connection
      herewith.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    9.9  The
      Company shall not issue any public statement or press release, or otherwise
      disclose in any manner the identity of the Subscriber or that Subscriber has
      purchased the Shares, without the prior written consent of the Subscriber,
      except as may be required by applicable law; provided,
      however,
      that
      the Company may disclose such information in the Registration Statement filed
      with the SEC.

     

    10.  Signature.
      The
      signature page of this Agreement is contained as part of the applicable
      Subscription Package, entitled “Signature Page.”

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     


    SUBSCRIPTION
      AGREEMENT GENERAL INSTRUCTIONS

     

    General
      Instructions

     

    These
      Subscription Documents contain all documents necessary to subscribe for Shares
      (“Shares”),
      of
      Winner Group Limited, a Cayman Islands corporation (the “Company”).
      

     

    You
      may
      subscribe for Shares by completing the Subscription Agreement in the following
      manner:

     

    1.  On
      line
      (a) of the signature page state the number of Shares you wish to
      purchase.

     

    2.  On
      line
      (b) of the signature page state the total cost of the Shares you wish to
      purchase. To obtain the cost, multiply the number of Shares you desire to
      purchase by the purchase price per Share set forth therein.

     

    3.  Sign
      and
      state your address, telephone number and social security or other taxpayer
      identification number on the lines provided on the signature page to the
      Subscription Agreement and deliver the completed Subscription Agreement with
      payment of the entire purchase price of the Shares subscribed for as set forth
      below. Payment should be made in United States Dollars by wire transfer
      to:

     

    
      	
              Thelen
                Reid & Priest, LLP - Attorney Special Account 

              (Non-Interest
                Bearing)

              Account
                # 53505184

              ABA
                #
                021-000-089

              SWIFT
                CODE: Citi US33

              Citibank,
                N.A.

              Citicorp
                Center

              153
                East 53rd
                Street

              New
                York, New York 10043

              Client
                Name: Winner Group 

              Attorney
                Name: Louis A. Bevilacqua,
                Esq.

            


    

     

    The
      Subscription Agreement Signature Page must be completed and signed by each
      investor. Send all documents to:

     

    
      	
              Thelen
                Reid & Priest LLP

              701
                Eighth Street, NW

              Eighth
                Floor

              Washington,
                DC 20001

              Attention:
                Louis A. Bevilacqua, Esq.

              Facsimile
                (202) 654-1804

            


    

     

    THE
      COMPLETED SUBSCRIPTION AGREEMENT SHOULD BE RETURNED IN ITS ENTIRETY TO THE
      ESCROW AGENT DESIGNATED ABOVE. 

     

    Acceptance
      of Delivery

     

    All
      questions as to the validity, form, eligibility (including time of receipt)
      and
      acceptance of the completed Subscription Agreement will be reasonably determined
      by the Company. The Company reserves the absolute right to reject any completed
      Subscription Agreement, in its sole and absolute discretion. The Company also
      reserves the right to waive any irregularities in, or conditions of, the
      submission of completed Subscription Agreements. The Company shall be under
      no
      duty to give any notification of irregularities in connection with any attempted
      subscription for Shares or incur any liability for failure to give such
      notification. Until such irregularities have been cured or waived, no
      subscription for Shares shall be deemed to have been made. Any Subscription
      Agreement that is not properly completed and as to which defects have not been
      cured or waived will be returned by the Company to the Subscriber as soon as
      practicable.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE

     

    The
      undersigned investor hereby certifies that he or she (i) has received and relied
      solely upon information provided by the Company, (ii) agrees to all the terms
      and conditions of this Subscription Agreement, (iii) meets the suitability
      standards set forth in this Subscription Agreement and (iv) is a resident of
      the
      state indicated below.

     

    
      	(a)  	
              The
                undersigned subscribes for _______________
                Shares.

            


    

    
      	(b)  	
              The
                total cost of the Shares subscribed for, at $74.616 per Share, is
                $_______________ (the “Purchase
                Price”).

            


    

     

     

     

    
      	
              
                

              

              Name
                of Subscriber (Print)

            	
              If
                other than Individual check one and indicate capacity of 

              signatory
                under the signature:

               

              o
                Trust

              o
                Estate

              o
                Uniform Gifts to Minors Act of
                State of ____________

              o
                Attorney-in-fact

              o
                Corporation

              o
                Other
                _____________________________________

            
	
               

              
                

              

              Name
                of Joint Subscriber (if any) (Print)

               

               

              
                

              

              Signature
                of Subscriber

            
	 	 
	
               

               

              
                

              

              Signature
                of Joint Subscriber (if any)

               

              
                
Capacity
                of Signatory (if applicable)

            	
               

              If
                Joint Ownership, check one:

               

              o
                Joint Tenants with Right of
                Survivorship

              o
                Tenants in Common

              o
                Tenants by Entirety

              o
                Community
                Property

            
	 	 
	
               

               

              
                

              

              Social
                Security or Taxpayer Identification Number

               

               

              
                
Residence
                Address

               

              
                
City 
State 
Zip
                Code

               

              Telephone
                (   ) _________________________________________

              Telecopy
                No. __________________________________________

            	
               

              Backup
                Withholding Statement:

              Please
                check this box only if the investor is subject to:

               

              o
                backup withholding.

               

              Foreign
                Person:

              Please
                check this box only if the investor is a:

               

              o
                non-resident alien, foreign
                corporation, foreign partnership,

              foreign
                trust or foreign estate.

            


    

     

    The
      investor agrees to the terms of this Subscription Agreement and, as required
      by
      the Regulations pursuant to the Internal Revenue Code, certifies under penalty
      of perjury that (1) the Social Security Number or Taxpayer Identification Number
      and address provided above is correct, (2) the investor is not subject to backup
      withholding (unless the Backup Withholding Statement box is checked) either
      because he has not been notified that he is subject to backup withholding as
      a
      result of a failure to report all interest or dividends or because the Internal
      Revenue Service has notified him that he is no longer subject to backup
      withholding and (3) the investor (unless the Foreign Person box above is
      checked) is not a nonresident alien, foreign partnership, foreign trust or
      foreign estate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    THE
      SUBSCRIPTION FOR _______________ SHARES OF WINNER GROUP LIMITED BY THE ABOVE
      NAMED SUBSCRIBER(S) IS ACCEPTED AS OF December 16, 2005.

     

    
      	
              WINNER
                GROUP LIMITED

               

               

              By:
                ______________________________________

               

              Title:
                _____________________________________