Unassociated Document


    Agreement
      on Exclusive
      Purchase Right 

     

    This
      agreement is signed by the following parties on December 27, 2007:

    


    Party
      A:
      Century City Infrastructure Facility Co. Ltd.

    


    A
      foreign-owned company limited established in People’s Republic of China
      (hereinafter referred to as “China”), the registered address is 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”)

    


    Party
      C:
      Shanghai New Century City Infrastructure Construction Co., Ltd. (hereinafter
      referred to as “New Century”), an effectively existing company limited
      established according to Chinese law, the registered address is Room 2023
      Building 7, No.515 Kesheng Road, Nanxiang Town, Jiading District, Shanghai
      City.

    


    Whereas:

    	1.  	
            Party
              B holds 100% equity of Party C.

          


    	2.  	
            Party
              C and Party A sign a series of agreements as “Business Cooperation and
              Consulting Service Agreement”

          


    Upon
      the
      consensus in the negotiation, the parties come to the following agreement:
      

    


    1
      Equity
      Trade

    	1.1  	
            Authorization
              rights

          


    Party
      B
      shall irrepealably authorize Party A an irrepealable right (hereinafter referred
      to as “equity purchase right”) to purchase from Party B at any moment or appoint
      one person or several persons (hereinafter referred to as “the appointed
      person”) to purchase all or partial equity of Party C that Party B holds under
      the precondition of allowance of Chinese law and according to the execution
      steps decided by Party A and according to the price mentioned in Item 1.3 in
      this agreement. Except for Party A and the appointed person, any third person
      shall not enjoy the equity purchase right. The “person” regulated by this item
      and this agreement refers to the individual, company, joint enterprise,
      cooperation, enterprise, credit or non-company organization. 

    	1.2  	
            Execution
              steps 

          


    The
      execution of Party A on the equity purchase right shall confirm to the
      regulation of Chinese law and regulation, when performing the equity purchase
      right, Party A shall send a written notice (hereinafter referred to as “Equity
      Purchase Notice”) to Party B, and the Equity Purchase Notice shall indicate the
      following issues: (a) The decision of Party A on performing the purchase right;
      (b) The equity share that Party A plans to purchase from Party B (hereinafter
      referred to as “the purchased equity”); (c) Purchase day/equity transfer
      day.

    	1.3  	
            Buying
              price of equity

          


    The
      buying price of the purchased equity (hereinafter referred to as the “buying
      price”) shall be confirmed by the buyer according to the assessment value
      approved by the authority when purchasing the equity, and shall be the lowest
      price allowed by Chinese law and regulation. 

    	1.4  	
            Transfer
              the purchased equity

          


    When
      Party A performs the equity purchase right:

    	1.4.1  	
            Party
              B shall order Party C to hold the shareholder meeting and approve the
              resolution on Party B’s transferring equity to Party A and (or) the
              appointed person on this meeting;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	1.4.2  	
            Party
              B shall sign the equity transfer agreement with Party A (or the appointed
              person under the applicable situation) according to the regulation
              of this
              agreement and the Equity Purchase Notice;

          


    	1.4.3  	
            Relevant
              parties shall sign all other required agreements or documents, get
              all
              required governmental approval and agreement, and take all required
              actions to transfer the effective ownership of the purchased equity
              to
              Party A and (or) the appointed person and make Party A and (or) the
              appointed person become the registered owner of the purchased equity
              under
              the situation without any attached security interests. For the purpose
              of
              this item and this agreement, the “security interests” include guaranty,
              mortgage, right and interests of the third party, any stock option,
              purchase right, right of preemption, setoff right, ownership compensation
              or other guarantee arrangement etc., however in order to be clear,
              not
              including any security interests produced under this agreement and
              Party
              B’s equity pledge agreement. The “Party B’s equity pledge agreement”
              regulated by this item and this agreement refers to the “Equity Pledge
              Agreement” (hereinafter referred to as “equity pledge agreement”) signed
              by Party B and Party A on  2007.
              According to the equity pledge agreement, in order to assure that Party
              C
              can implement the obligations under a series of agreements as “Business
              Cooperation and Consulting Service Agreement” (“Service Agreement”) etc.
              signed by Party C and Party A on  2007,
              Party B impawn all held equity of Party C to Party A.
              

          


    	1.5  	
            Payment
              of equity purchase price

          


    	1.5.1  	
            Party
              A shall pay to Party B in the stipulated mode according to the buying
              price stipulated by Item 1.3.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2  Promises
      on equity

    2.1 Party
      C promises
      that:

      2.1.1
      Not
      supplement, modify the company rule document of Party C in any form, not
      increase or reduce the registered capitals, or change the registered capital
      structure in other method without the written approval of Party A in
      advance;

      2.1.2
      Main the effective existence of the company, prudently and effectively manage
      the business and treat the company affair according to the good commercial
      standard and routines;

      2.1.3
      No
      sell, transfer, mortgage or dispose any asset, business or legal or beneficial
      interest of income of Party C in other mode or allow to set any other security
      interest on in any time as of the signing day of this agreement without the
      written approval of Party A in advance;

      2.1.4
      Not
      happen, inherit, assure or allow any debt without the written approval of Party
      A in advance, however except for i. the legal debts produced in the normal
      or
      daily business process instead of the mode of loan, and ii. The debt that has
      been disclosed to Party A and gets the written approval of Party A;

      2.1.5
      Always operate all business in the normal business process to maintain the
      asset
      value of Party C, not have any feasance/ nonfeasance that is sufficient to
      affect the operation condition and asset value;

      2.1.6
      Not
      sign any great agreement (as to this section, if the value of an agreement
      is
      over RMB 100 thousand Yuan, it will be regarded as the great agreement) without
      the written approval of Party A in advance;

      2.1.7
      Not
      provide any loan or credit to anyone without the written approval of Party
      A in
      advance;

      2.1.8
      Provide the data on the operation and financial status of Party C according
      to
      the requirement of Party A;

      2.1.9
      Party C shall purchase and always hold the insurance purchased from the
      insurance company accepted by Party A, the maintained insurance amount and
      type
      shall be the same as the amount and type insured by the company operating the
      similar business and owning the similar property or asset in the same
      area;

      2.1.10
      Not merge or associate with anyone or c[purchase anyone or invest anyone without
      the written approval of Party A in advance;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

      2.1.11
      Immediately notify Party A the occurred or possible ligation, arbitration or
      administrative procedure relating to the asset, business and income of Party
      C;

      2.1.12
      In
      order to maintain the ownership of Party C on all assets, sign all necessary
      or
      proper documents, and take all necessary or proper actions and propose all
      necessary or proper impeachment or make necessary and proper deraignment against
      all compensation claim;

      2.1.13
      Not distribute the dividend to the shareholders in any form without the written
      approval of Party A in advance, however, once upon the requirement of Party
      A,
      immediately distribute all the distributable profits to the respective
      shareholders. 

      2.2
      Party
      B promises that:

      2.2.1
      Not
      sell, transfer, mortgage or dispose any asset, business or legal or beneficial
      interest of income of Party C in other mode or allow to set any other security
      interest on in any time as of the signing day of this agreement without the
      written approval of Party A in advance, however except for the approved pledge
      set on the equity of Party B according to the security interest produced by
      this
      agreement and the equity pledge agreement of Party B;

      2.2.2
      Promote other company shareholders not to approve to sell, transfer, mortgage
      or
      dispose any legal or beneficial interest of any equity in other mode or allow
      to
      set any other security interest on without the written approval of Party A
      in
      advance, however except for the approved pledge set on the equity of Party
      B
      according to the security interest produced by this agreement and the equity
      pledge agreement of Party B;

      2.2.3
      Promote other company shareholders not approve Party C to merge or associate
      with anyone, or purchase anyone or invest anyone without the written approval
      of
      Party 

      2.2.4
      Immediately notify Party A the occurred or possible ligation, arbitration or
      administrative procedure on the equity it owns;

      2.2.5
      Promote other company shareholders to vote for agreeing with the transfer of
      the
      purchased equity regulated by this agreement;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

      2.2.6
      In
      order to maintain the ownership on the equity, sign all necessary or proper
      documents, and take all necessary or proper actions and propose all necessary
      or
      proper impeachment or make necessary and proper deraignment against all
      compensation claim;

      2.2.7
      Upon the requirement of Party A in any moment, immediately unconditionally
      transfer the equity to Party A or the appointed person in any time.

      2.2.8
      Strictly abide by the regulation of this agreement and other agreements joint
      signed or respectively signed by Party B, Party C and Party A, implement the
      obligations under the agreement, and not make any feasance/ nonfeasance that
      is
      sufficient to affect the effectiveness and execution of the agreement.


    


    3  Statement
      and Guarantee

    3.1
      The
      common and respective statement and guarantee of Party B and Party C on the
      signing day of this agreement and each day of transfer are as follows:


    3.1.1
      To
      have the power and ability of signing and delivering this agreement and any
      equity transfer agreement (the name is “Transfer Agreement”) signed for each
      transferring the purchased equity according to this agreement, and the power
      and
      ability of implementing the obligation under this agreement and any transfer
      agreement. After this agreement and the transfer agreement are signed, the
      legal, effective obligation with binding force will be composed, which can
      be
      compulsorily executed according to the items;

    3.1.2
      No
      matter it’s the signing and delivery of this agreement or any transfer agreement
      or the implementation of the obligation under this agreement or any transfer
      agreement shall not: (i) lead to any breach of relevant Chinese law; (ii)
      collide with the rule or other organization documents; (iii) lead to the breach
      of any party or any agreement or document certificate with binding force, or
      compose the breach of agreement of any party or any agreement or document
      certificate with binding force; (iv) lead to any breach of relevant issued
      permission or approval or any continuously effective condition; or (v) lead
      to
      the suspension or cancellation or additional condition of any issued permission
      or approval;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.1.3
      Party B shall have good and sellable ownership on all assets. Party A shall
      have
      set no security interest on the above mentioned assets, however except for
      the
      security interests produced in this agreement and the pledge set by the equity
      pledge agreement of Party B on the equity of Party B;

    3.1.4
      Party C shall have no debt that is not reimbursed , however except for i. the
      legal debt produced in the normal business process, and ii the debt that has
      been disclosed to Party A and gets the written approval of Party A;

    3.1.5
      Party C shall abide by all law and regulation applicable for the equity
      purchase;

    3.1.6
      There is no underway or suspended or possible litigation, arbitration or
      administrative procedure relating to the equity, asset of Party C, or the
      company. 

    


    4  Date
      of
      inception

    4.1
      This
      agreement shall come into effect as of the signing day (hereinafter referred
      to
      as “date of inception”), and the period of invalidity is ten years.

    


    5  Applicable
      law and settlement of dispute

    5.1
      Applicable law

    This
      agreement shall be governed by Chinese law on each aspect, and shall make
      explanation according to Chinese law.

    5.2
      Settlement of dispute

    Any
      dispute arising from performance of this agreement, both parties shall negotiate
      with each other friendly. If the settlement fails to be solved within 30 days
      after one party sends the written notice on negotiation to the other party,
      any
      party can submit the dispute to China International Economic and Trade
      Arbitration Commission, and this Commission will arbitrate according to the
      current effective arbitration rule. The arbitration location: Beijing, and
      the
      arbitration language is Chinese. The arbitration shall be final award with
      binding force to each party. 

    


    6  Taxation,
      fees

    6.1
      Each
      party shall bear any produced or levied transfer and registration tax, expense
      and fees for preparing and signing this agreement and each transfer agreement
      and completing this agreement and the trade planned by the transfer agreement
      according to Chinese law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    7  Notice

    7.1
      This
      agreement requires the notice or other communication sent by any party or the
      company to be written in Chinese, and to be sent to the addresses below of
      other
      parties or other notified appointed addresses of other parties in the form
      of
      special delivery or letter or fax. The notice shall be regarded as the actual
      delivery date, and shall be confirmed as follows: (a) the notice delivered
      by
      special personnel, the day of the special personnel delivery shall be regarded
      as the actual arrival; (b) the notice sent in the form of letter, the tenth
      day
      after the delivery day of air registered mail paid postage will be regarded
      as
      the actual arrival, or the fourth day after delivering to the special express
      service institution admitted by the world will be regarded as the actual
      arrival; and (c) the notice delivered in the form of fax, the receiving time
      displayed on the delivery confirmation of relevant document will be regarded
      as
      the actual arrival. 

    


    Party
      A:
      Century Ciry Infrastructure Facility Co. Ltd.

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

    


    Party
      B:
      Gong Li, Yu Mao

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

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

    


    Party
      C:
      Shanghai New Century City Infrastructure Construction Co., Ltd. 

    Address:
      Room 2023 Building 7, No.515 Kesheng Road, Nanxiang Town, Jiading District,
      Shanghai City.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    8  Confidential
      liability

    8.1
      Each
      party shall admit and confirm that any oral or written data exchanged on this
      agreement are confidential data. Each party shall be confidential on all these
      data, and shall not disclose any data to any third party without the written
      approval of the other party, except for the following situations: (a) the data
      that have been know by the public or are to be known by the public (not
      disclosed to the public by the party accepting the data); (b) the applicable
      law
      requires to disclose the data; or (c) any party needs to disclose the data
      to
      the law or financial consultant according to the trade mentioned by this
      agreement and this law or financial consultant shall abide by the confidential
      liability similar to this item. The secret disclosure made by the working
      personnel or the employed intuition of any party shall be regarded as the secret
      disclosure made by this party, and this party shall bear the liability for
      breach of agreement according to this agreement. No matter which reason causes
      the termination of this agreement, this item shall be still effective.


    


    9  Further
      guarantee

    9.1
      Each
      party shall agree to rapidly sign the rationally required document or document
      favorable for executing the regulation of this agreement and realizing the
      purpose of this agreement, and take rationally required further action or
      further action favorable for executing the regulation of this agreement and
      realizing the purpose of this agreement.

    


    10  Others

    10.1
      Modification and supplementation 

    Each
      party shall sign a written agreement on the amendment, modification and
      supplementation on this agreement.

    10.2
      Abidance of law and regulation

    Each
      party shall abide by and assure the operation of each party to totally abide
      by
      all laws and regulations formally issued by China and opened to the
      public.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    10.3
      Complete agreement

    Besides
      the written amendment, supplementation or modification after this agreement
      is
      signed, this agreement and the appendix shall compose the complete agreement
      reached by each party on the subject matter of this agreement, and shall replace
      all oral or written negotiation, statement and agreement reached on the subject
      matter of this agreement before. 

    10.4
      Topic

    The
      topic
      of this agreement is set only for being convenient for reading, and shall not
      be
      used to explain, describe or affect the definition regulated by this agreement
      on other aspect.

    10.5
      Language

    This
      agreement shall be written in Chinese and English, if the Chinese text conflicts
      with the English text, subject to Chinese. The original of this agreement shall
      be provided in triplicate.

    10.6
      Dividability 

    If
      this
      agreement has any item that is judged to be invalid, illegal or inexecutable
      on
      any aspect according to any law or regulation, the validity, legality or
      executability of the rest regulations of this agreement will not be affected
      or
      damaged by this on any aspect. Each party shall struggle for replacing the
      invalid, illegal or inexecutable regulation with valid regulation through
      negotiation, and the economic effect produced by the valid regulations shall
      try
      to be the same or similar to the economic effect produced by the invalid,
      illegal or inexecutable regulation. 

    10.7
      Successor

    This
      agreement shall have binding force and favorable to the successor and the
      transferee allowed by each party.

    10.8
      Continuity of invalidity

    10.8.1
      Any obligation occurring or expiring for this agreement when this agreement
      is
      expired or terminated in advance shall continue to be invalid after this
      agreement is expired or terminated in advance. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    10.8.2
      The regulations in Item Five, Seven, Eight and Item 10.8 shall continue to
      be
      invalid after this agreement is terminated.

    10.9
      Renunciation

    Any
      party
      can waive the rights on the item and condition of this agreement in a written
      form that shall be signed by each party. The renunciation made by one party
      on
      the breach of agreement of other party under certain situation shall not be
      regarded as that this party will make renunciation on the similar breach of
      agreement under other situation. 

    


    [No
      text
      below]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      page
      is the signing page of the exclusive purchase right agreement, this agreement
      has been signed by the party below on the date indicated on the first
      page:

    


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

    Authorized
      representative: Yu
      Mao
      (signed)

    


    
      	Party
              B: 	
              Gong
                Li

            


      	 	Gong Li
              (signed)


      	 	Yu Mao


      	 	Yu Mao
              (signed)


    

     


    Party
      C:
      Shanghai New Century City Infrastructure Construction Co., Ltd.
      (seal)

    Legal
      representative: Yu
      Mao

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Appendix

    


    Declaration

     

    I
      hereby
      certify that Shanghai New Century City Infrastructure Construction Co., Ltd.
      (“New Century”) is a company limited established on Jul. 11th,
      2005.
      As the shareholder of New Century, at present I hold 50% of the equity of New
      Century, and hold the total 100% of the equity of New Century together with
      Yu
      Mao, another shareholder of New Century. I agree and promise that I will
      permanently and irrepealably renunciate the priority to accept transfer of
      my
      50% of the equity of New Century and will not baffle the transfer of the equity
      in any form. 

    


    This
      declaration comes into effect as of my signing day.

    


    Declarer:
      Gong Li

    


    Gong
      Li (signed)

    


    MM/DD/YY

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Declaration

     

    I
      hereby
      certify that Shanghai New Century City Infrastructure Construction Co., Ltd.
      (“New Century”) is a company limited established on Jul. 11th,
      2005.
      As the shareholder of New Century, at present I hold 50% of the equity of New
      Century, and hold the total 100% of the equity of New Century together with
      Gong
      Li, another shareholder of New Century. I agree and promise that I will
      permanently and irrepealably renunciate the priority to accept transfer of
      my
      50% of the equity of New Century and will not baffle the transfer of the equity
      in any form. 

    


    This
      declaration comes into effect as of my signing day.

    


    Declarer:
      Yu Mao

    


    Yu
      Mao
(signed)

    


    December
      27, 2007