Unassociated Document


    Stock
      Right Pledge Agreement

    


    The
      Stock
      Right Pledge Agreement is signed by and between the following both parties
      on
      December 27, 2007.

    


    Party
      A:
      Century City Infrastructure Facility Co. Ltd.

    Address:
      Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun
      Hi-tech Development Zone. 

    


    Party
      B:
      Gong Li, Chinese citizen.

    Chinese
      ID No.: 230106196212031743

    Address:
      No.209 Building 1, Xinzhonghuan Apartment, Yixiu Garden, Haidian District,
      Beijing

    Yu
      Mao,
      Chinese citizen.

    Chinese
      ID No.: 44030119560928411X

    Address:
      No.408 Unit 4, Building 15, Ludan Village, Binhe Road, Luohu District, Shenzhen,
      Guangdong

    (Gong
      Li
      and Yu Mao are referred to as “Party B”)

    


    Whereas:

    	1.  	
            Whereas
              Party A is a legal and valid wholly foreign owned enterprise established
              according to the laws of the People’s Republic of China. A series of
              agreements as such <<Business Cooperation and Consulting Service
              Agreement>> (hereinafter referred to as “Service Agreement”) were
              signed by and between Party A and Party B who owns the Shanghai New
              Century City Infrastructure Co., Ltd (hereinafter referred to as “ New
              Century”) on  
              2007.

          


    	2.  	
            Whereas
              Party B, the citizen of the People’s Republic of China( hereinafter
              referred to as “China”) holds 100% shares of New Century, which is a
              limited company established according to the laws of China in
              Shanghai.

          


    	3.  	
            Whereas
              in order to guarantee that Party A could legally charge the technical
              consulting service under the Service Agreement from Party B who owns
              New
              Century, Party B shall pledge his whole shares in New Century as the
              charge of technical consulting service under Service
              Agreement.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Whereas
      the statement above-mentioned, the both parties conclude the agreement as per
      the following conditions and terms through negotiation:

    


    1  Definition

    Unless
      otherwise stipulated in the agreement, the following terms mean:

    	1.1  	
            Pledge
              right means the whole content of 2 in the
              agreement.

          


    	1.2  	
            Stock
              right means 100% of the whole shares of New Century held by Party B
              legally

          


    	1.3  	
            Pledge
              rate means the proportion between the value of the pledged shares under
              the agreement and exclusive technical consulting service
              charge.

          


    	1.4  	
            Pledge
              term means the period stipulated in condition3.2 in the
              agreement.

          


    	1.5  	
            Service
              agreement means the <<Business Cooperation and Consulting Service
              Agreement>> signed by and between New Century and Party A on
                 2007.

          


    	1.6  	
            Events
              of default mean the items listed in 7 in the
              agreement.

          


    	1.7  	
            Notice
              of default means the notice sent by Party A to declare the events of
              default as per the agreement.

          


    	1.8  	 


    2  Pledge
      Right

    
      	2.1	
              Party
                B shall pledge all the shares held by him in New Century to Party
                A as the
                guaranty of Party B\’s technical consulting service charge under the
                Service Agreement.

            


    

    
      	2.2	
              Pledge
                right under the agreement means the priority owned by Party A to
                be paid
                by discount of shares given by Party B to Party A as pledge, legal
                auction
                or sale of shares.

            


    

    


    3  Pledge
      Rate and Pledge
      Term

    Pledge
      Rate

    The
      stock
      pledge rate under the agreement is all 100%.

    
      	3.2	
              Pledge
                Term

            


    

    
      	
            	3.2.1	
              The
                pledge comes into effect since the day when the agreement is signed.
                

            


    

    
      	
            	3.2.2	
              During
                the time of pledge, if New Century fails to pay for the technical
                consulting service charge as per the agreement, Party A will have
                the
                right to exercise the pledge right according to the stipulations
                in the
                agreement.

            


    

    


    4  Possession
      and Treatment of the Evidence of the Pledge Right 

    
      	4.1	
              In
                the pledge term of the agreement, Party B shall let Party A keep
                the
                capital contribution certificate and name list of shareholders. Party
                B
                shall render the said certificate and name list to Party A within
                one week
                after the day when the agreement is
                signed.

            


    

    
      	4.2	
              Party
                A has the right to get the bonus brought by stock
                right.

            


    

    


    5  Party
      B’s Declaration and Promise

    
      	5.1	
              Party
                B is the legal owner of the stock
                right.

            


    

    
      	5.2	
              Anytime,
                once Party A exercise his right according to the agreement, any other
                party shall not disturb him. 

            


    

    
      	5.3	
              Party
                A has the right to implement or assign the pledge
                right.

            


    

    
      	5.4	
              Party
                B doesn’t create any other pledge right on stock right except to Party
                B.

            


    

    


    6  Party
      B’s Promise

    
      	6.1.1	
              Party
                B shall not assign the stock right, create any pledge that may affect
                Party A’s rights and benefit, or allow it to exist without Party A’s
                approval in advance, except assigning the stock right to Party A
                or the
                person appointed by him according to the exlusive purchase rights
                agreement entered into among Party A , Party B and New Century.
                on 
                2007.

            


    

    
      	6.1.2	
              Party
                B shall abide by and execute the provisions of all the laws and rules
                concerning the pledge. When receiving the notices, instructures or
                advice
                sent or made by the relevant authorities, Party B shall conform to
                them
                above-mentioned or put forward dissenting opinions and statements
                concerning them above-mentioned as per Party A’s reasonable requirement or
                agreement.

            


    

    
      	6.1.3	
              Party
                B shall inform PartyA of any event or information that may affect
                Party
                B’s stock right or any other right, and change Party B’s any promise,
                obligation or affect Party B’s performance obligation in the
                agreement.

            


    

    
      	6.2	
              Party
                B guarantee that the right, which Party A has to implement the pledge
                right as per the conditions and terms in the agreement, shall not
                be
                interrupted or hampered in the law procedure by Party B, his heir,
                his
                trustor or any other person.

            


    

    
      	6.3	
              In
                order to protect or complete the guaranty of payment for the technical
                consulting service charge under Service Agreement in the agreement,
                Party
                B promises to sign the agreement honestly, promote other party with
                benefits conceining pledge right to sign the certificate of right,
                contract asked by Party A, and/or perform and promote other relevant
                parties to perform the action asked by Party A, provide convenience
                for
                Party A to exercise the rights granted in the agreement, sign all
                relevant
                change documents of certificate of stock right with Party A or the
                person
                appionted by him (natural person or legal entity)and render all the
                relevant necessary notice, order and decision concerning pledge right
                to
                Party A.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	6.4	
              Party
                B promises to conform to and perform all the guaranty, promise, agreement,
                statements and conditions for Party A’s favor. In case Party B fails to
                conform to the above stipulations, he shall pay Party A for all the
                losses
                arising from thereof.

            


    

    


    7  Events
      of Default

    The
      following items are all regarded as events of default:

    
      	7.1.1	
              New
                Century fails to pay for the due technical consulting service charge
                under
                Service Agreement on time and
                completely;

            


    

    
      	7.1.2	
              There
                are substantial misleading or wrong words in the declaration and
                promise
                of 5 made by Party B, and/or Party B breaks the declaration and promise
                in
                5 of the agreement;

            


    

    
      	7.1.3	
              Party
                B breaks the promises of 6 in the
                agreement.

            


    

    
      	7.1.4	
              Party
                B violates any condition and term in the
                agreement;

            


    

    
      	7.1.5	
              Apart
                from the stipulations of 6.1.1 in the agreement, Party B gives up
                the
                pledged stock right or assigns it without the written approval given
                by
                Party A;

            


    

    
      	7.1.6	
              Party
                B’s ability of performance obligations under the agreement is regarded
                to
                be affected by Party A, due to Party B’s any other external load,
                guaranty, promise or other oligations of repayment: (1)They are asked
                to
                repay or perform in advance because of agreement violation; or(2)
                They are
                not repayed or performed on due
                time.;

            


    

    
      	7.1.7	
              Party
                B couldn’t repay the general debt due or other
                debts;

            


    

    
      	7.1.8	
              The
                agreement is considered as unlegal or Party B couldn’t continue to perform
                the obligations under the agreement due to the issue of the relevant
                laws;

            


    

    
      	7.1.9	
              All
                the agreements, allowances, approvals or authorizations, granted
                by
                government authority and necessary for the agreement to be carried
                out,
                legalized or enter into effect, are withdrawn, interrupted, invalid
                or
                there are substantial modifications in
                them;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	7.1.10	
              Party
                B’s ablity of performance obligation under the agreement is regarded
                to be
                affected by Party A due to unfavorable condition of property owned
                by
                Party B;

            


    

    
      	7.1.11	
              The
                heir or agent of New Century could only perform part of the payment
                obligation under Service Agreement or defy to perform
                it.;

            


    

    
      	7.1.12	
              The
                other conditions under which Party A could not exercise and deal
                with
                pledge right according to the relevant
                laws;

            


    

    
      	7.2	
              Party
                B shall give a written notice of the items to Party A, if he knows
                or
                finds the any event in 7.1 above-mentioned or the event that may
                lead to
                their happening has taken place.

            


    

    
      	7.3	
              Unless
                the events of default listed in 7.1 have been solved satisfyingly
                for
                Party A’s favor, Party A could ask Party B to pay at once all the debt and
                other payables or deal with pledge right as per the stipulation of
                Article8 in the agreement, through sending the written notice of
                violation
                to Party B when Party B is violating the agreement or anytime after
                it
                happened.

            


    

    


    8  Party
      A’s Right

    
      	8.1	
              Party
                B shall not assign the stock right without the written approval given
                by
                Party A, before the technical consulting service charge dispulated
                stipulated in Service Agreement is not completely paid
                up.

            


    

    
      	8.2	
              When
                Party A exercises pledge right, he shall send the notice of violation
                to
                Party B/

            


    

    
      	8.3	
              Party
                A may exercise and deal with pledge right anytime when and after
                he sends
                the notice of violation to Party B as per condition
                7.3

            


    

    
      	8.4	
              When
                Party A deals with pledge right according to the agreement, Party
                B shall
                not hamper, but offer the necessary help to him to realize his pledge
                right.

            


    

    


    9  Assignment

    
      	9.1	
              Unless
                receiving the written approval of Party A in advance, Party B has
                no right
                to present or assign the rights and obligations under the
                agreement.

            


    

    
      	9.2	
              The
                agreement is binding upon both of Party B and his heir, and is valid
                for
                Party B and each heir and assignee.

            


    

    
      	9.3	
              Party
                A may assign all or any right and obligation to his appointed person
                (natural person or legal entity) anytime. Under that condition, the
                assignee has and bear the rights and obligations equal to that of
                Party A
                under the agreement. When Party A assigns the rights and obligations
                under
                the agreement, Party B shall accordingly assign the relevant agreement
                and
                / or documents signed by and between Party A and Party B as required
                by
                Party A.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.4	
              The
                new both parties of pledge shall sign an agreement of pledge due
                to the
                change of Party A in the agreement, as a result of the
                assignment.

            


    

    


    
      	10	
              Termination

            


    

    
      	10.1	
              The
                agreement shall be terminated when the technical consulting service
                charge
                under Service Agreement has been paid up, and New Century has no
                longer
                born any obligation under Service
                Agreement.

            


    

    


    
      	11	
              Service
                Charge and Other Expenses

            


    

    
      	11.1	
              All
                the charges and actual expenses concerning the agreement, including
                but
                not limit to legal expenses, cost, stamp tax and any other taxes,
                expenses
                etc. shall be all born by Party B. If Party A shall pay the relevant
                taxes
                according to the provisions of the law, Party B will pay a complete
                compensation to Party A for the tax paid by
                him/

            


    

    
      	11.2	
              In
                case Party A lodges a claim against Party B by all means or adopting
                any
                way, due to his fails to pay his due taxes, expenses or other reasons,
                Party B shall bear all the expenses arising from thereof( including
                but
                not limit to various tax, service charge, management fee, court fee,
                consult fee, attorney’s fee and all kinds of insurance premiums
                etc.)

            


    

    


    
      	12	
              Force
                Majeure

            


    

    
      	12.1	
              When
                the performance of the agreement is delayed or hampered due to any
                event
                of “force majeure ”, the party whose performance is affected by force
                majeure shall not bear any responsility under the agreement for the
                delayed or hampered performance part of the agreement. Force majeure
                events mean any event that goes beyond one party\s reasonable control
                range and can not be avoided with the affected party’s reasonable
                attention, including but not limit to government action, natural
                force,
                fire, explosion, change of geography, storm, flood, earthquake, tide,
                flashing, or war. However, credit status, capital or lack of financing
                shall not be regarded as one of that. The party whose performance
                is
                affected by the event of “ force majeure” and who asks for exemption of
                responsility shall inform the other party of necessary process to
                complete
                the performance.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	12.2	
              The
                party whose performance is affected by the event of “force majeure” shall
                not bear any responsibility under the agreement for that. However,
                only
                under the condition that the affected party has tried his reasonable
                and
                practical effort to perform the agreement, he may ask for and win
                exemption of responsibility performance just for the part of delayed
                or
                hampered performance. Once the cause of that exemption of responsibility
                is corrected and made up, the both parties agrees to try their best
                to
                restore to the performance under the
                agreement.

            


    

    


    
      	13	
              Disputation’s
                Settlement

            


    

    
      	13.1	
              The
                agreement is subject to and construed by the laws of
                China.

            


    

    
      	13.2	
              In
                case there are disputations arising from the interpretation and
                performance of the clauses under the agreement between the both parties
                of
                the agreement, the both parties shall settle them through friendly
                negotiation. Should no settlement be reached through negotiation,
                both
                parties may submit the case to China International Economic and Trade
                Arbitration Commission for arbitration. The current and valid arbitration
                rules of the commission are applied. The place of arbitration is
                in
                Beijing. Chinese is applied in the arbitration. The award of the
                arbitration shall be final and binding upon both parties. And it
                can apply
                to any court with jurisdiction for compulsory
                execution.

            


    

    


    
      	14	
              Notice

            


    

    
      	14.1	
              All
                the notices sent by both parties in the agreement to perform the
                rights
                and obligations under the agreement shall be made in the written
                form.
                When the notice is delivered by special person, it shall be subject
                to the
                actual arrival; When it is delivered by wire or fax, it shall be
                subject
                to the time the notice is sent; If the day to arrive is not the business
                day or is after the the business time, the next business day following
                the
                day is the day to arrive. The place of arrival is the address of
                the
                person concerned in the first page of the agreement or the appointed
                address that is informed of in the written form anytime in the following
                days, including by fax and wire.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	15	
              Annex

            


    

    
      	15.1	
              The
                annexes as listed in the agreement shall form an integral part of
                the
                agreement. 

            


    

    


    
      	16	
              Enter
                into Effect

            


    

    
      	16.1	
              The
                agreement and its modification, supplement or change shall be made
                in the
                written form, and enter into effect after signature and
                stamp

            


    

    
      	16.2	
              The
                agreement is made out in two originals, each copy written in Chinese
                and
                English languages. In case of any divergence of interpretation, the
                Chinese text shall prevail.

            


    

    


    


     

    


    


    


    


    


    


    (There
      is
      no body of text in the following part)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      page
      is used to sign for the stock right pledge agreement. The agreement is signed
      in
      the first page with the definite date by and between the following both
      parties:

    


    


    Party
      A:
      Century City Infrastructure Facility Co. Ltd. (seal)

    Legal
      representative: Yu
      Mao
(Signed)

    


    


    


    Party
      B:
      Gong Li

    Gong
      Li 

    Signed

    


    Yu
      Mao

    Yu
      Mao

    Signed
      

    


    


    


    Annex:

    	1.  	
            the
              Name List of New Century Shareholders

          


    	2.  	
            the
              Capital Contribution Certificate of New Century


          


    	3.  	
            <<Business
              Cooperation and Consulting Service
              Agreement>>