FORM
      OF LOCK-UP AGREEMENT 

     

    THIS
      AGREEMENT (this “Agreement”)
      is
      dated as of _______________ by and between Lihua International, Inc., a Delaware
      corporation (the “Company”),
      and
      __________________________.

     

    WHEREAS,
      the Company (i) entered into a share exchange transaction in which the holder
      of
      all of the equity interests in Ally Profit Investment Limited, a British Virgin
      Islands company, delivered all of such equity interests to the Company and
      received from the Company, as consideration, certain shares of the common stock
      of the Company, par value $0.0001 per share (such stock, the “Common
      Stock”;
      such
      transaction, the “Share
      Exchange Transaction”)
      and
      (ii) intends to enter into a private placement financing transaction with
      certain accredited investors (the “Purchasers”)
      whereby the Company will issue units composed of shares of newly-designated
      Series A Convertible Preferred Stock, par value $0.0001 per share and related
      warrants to purchase shares of Common Stock of the Company (the “Financing
      Transaction”).
      

    


    WHEREAS,
      in connection with the Financing Transaction, the Company entered into a
      Securities Purchase Agreement, dated as of the date hereof (the “Securities
      Purchase Agreement”),
      by
      and among the Company and the Purchasers, and certain other agreements,
      documents, instruments and certificates necessary to carry out the purposes
      thereof (collectively, the “Transaction
      Documents”).

    


    WHEREAS,
      in order to induce the Company and the Purchasers to enter into the Financing
      Transaction, the Shareholder has agreed not to sell any shares of the Company’s
      Common Stock that the Shareholder presently owns on the date hereof, or may
      acquire on or after the date hereof, except in accordance with the terms and
      conditions set forth herein (collectively, the “Lock-Up
      Shares”).
      Capitalized terms used herein without definition shall have the meanings
      assigned to such terms in the Securities Purchase Agreement.

     

    NOW,
      THEREFORE, in consideration of the covenants and conditions hereinafter
      contained, the parties hereto agree as follows:

     

    1.    Restriction
      on Transfer; Term.
      The
      Shareholder hereby agrees with the Company that such Shareholder will not offer,
      sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant
      a
      security interest in, or otherwise dispose of, or enter into any transaction
      which is designed to, or might reasonably be expected to, result in the
      disposition of (whether by actual disposition or effective economic disposition
      due to cash settlement or otherwise, directly or indirectly) (each, a
“Transfer”),
      any
      of the Lock-Up Shares and shall not Transfer such shares until a date that
      is
      twenty four (24) months following the date that the Company’s common stock is
      listed and trading on the Nasdaq Capital Market, the Nasdaq Global Market,
      the
      Nasdaq Global Select, the American Stock Exchange, the New York Stock Exchange,
      or any successor market thereto (each a “National
      Stock Exchange”),
      as
      the case may be (the “Lock-Up
      Period”).
      The
      Shareholder further agree that, during the twelve (12) months immediately
      following the Lock-Up Period, such Shareholder shall not transfer shares of
      Common Stock in an amount greater than ten percent (10%) of the prior calendar
      month’s trading volume as reported by the National Stock Exchange on which it is
      listed. Notwithstanding the foregoing, if at any time any of the Lock-Up Shares
      are transferred to the Purchasers pursuant to the Securities Escrow Agreement
      for failure to attain the 2008 Performance Thresholds (as defined in the
      Securities Escrow Agreement), 2009 Performance Thresholds (as defined in the
      Securities Escrow Agreement) or its Listing Obligation (as defined in the
      Securities Escrow Agreement), then such portion of the Lock-Up Shares
      transferred to the Purchasers shall not be subject to the restrictions of this
      Section 1 of this Agreement. Notwithstanding the foregoing, the Shareholder
      shall be permitted to engage in a Transfer by means of a private sale or gift
      of
      the Lock-Up Shares, provided the Shareholder receives prior written consent
      from
      Vision Opportunity China, LP and such transferee shall still be subject to
      the
      restrictions provided by this Agreement. Notwithstanding the forgoing, if at
      any
      time Vision Opportunity China (or any of its affiliates) owns less than 5%
      of
      its original investment in the Financing Transaction and CMHJ Technology Fund
      II, L.P. (or any of its affiliate) owns less than 5% of its original investment
      in the Financing Transaction, then the Lock-Up Period shall expire and this
      Agreement shall terminate.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    Ownership.
      During
      the Lock-Up Period, the Shareholder shall retain all rights of ownership in
      the
      Lock-Up Shares, including, without limitation, voting rights and the right
      to
      receive any dividends that may be declared in respect thereof, except as
      otherwise provided in the Transaction Documents whereby any benefits, rights,
      title or otherwise shall inure to the Purchasers.

     

    3.    Company
      and Transfer Agent.
      The
      Company is hereby authorized and required to disclose the existence of this
      Agreement to its transfer agent. The Company and its transfer agent are hereby
      authorized and required to decline to make any transfer of the Common Stock
      if
      such transfer would constitute a violation or breach of this Agreement and/or
      the Securities Purchase Agreement.

     

    4.    Notices.
      All
      notices, demands, consents, requests, instructions and other communications
      to
      be given or delivered or permitted under or by reason of the provisions of
      this
      Agreement or in connection with the transactions contemplated hereby shall
      be in
      writing and shall be deemed to be delivered and received by the intended
      recipient as follows: (i) if personally delivered, on the business day of such
      delivery (as evidenced by the receipt of the personal delivery service), (ii)
      if
      mailed certified or registered mail return receipt requested, two (2) business
      days after being mailed, (iii) if delivered by overnight courier (with all
      charges having been prepaid), on the business day of such delivery (as evidenced
      by the receipt of the overnight courier service of recognized standing), or
      (iv)
      if delivered by facsimile transmission, on the business day of such delivery
      if
      sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
      time,
      on the next succeeding business day (as evidenced by the printed confirmation
      of
      delivery generated by the sending party’s telecopier machine). If any notice,
      demand, consent, request, instruction or other communication cannot be delivered
      because of a changed address of which no notice was given (in accordance with
      this Section 4), or the refusal to accept same, the notice, demand, consent,
      request, instruction or other communication shall be deemed received on the
      second business day the notice is sent (as evidenced by a sworn affidavit of
      the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.

     

    If
      to the
      Company: 

    


    Lihua
      International, Inc.

    c/o
      Lihua
      Holdings Limited

    Houxiang
      Five-Star Industry District

    Danyang
      City, Jiangsu Province, PRC

    Attention:
      Mr. Zhu Jianhua

    Tel.
      No.:
      +86 511 8632 5621

    Fax
      No.:
      +86 511 8631 2040

    


    with
      copies (which copies shall not constitute notice to the Company) to: 

    


    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      NY 10154

    Attn.:
      Mitchell Nussbaum 

    Tel.
      No.:
      (212) 407.4159 

    Fax
      No.:
      (212) 504.3013

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      to
      Shareholder, 

    


    _________________________

    c/o
      Lihua
      International, Inc.

    Houxiang
      Five-Star Industry District

    Danyang
      City, Jiangsu Province, PRC

    Tel.
      No.:
      +86 511 8632 5621

    Fax
      No.:
      +86 511 8631 2040

    


    or
      to
      such other address as any party may specify by notice given to the other party
      in accordance with this Section 4.

     

    5.    Amendment.
      This
      Agreement may not be modified, amended, altered or supplemented, except by
      a
      written agreement executed by each of the parties hereto and Vision Opportunity
      China, provided,
      that
      Vision Opportunity China (or any of its affiliates) holds more than 5% of its
      original investment.

     

    6.    Entire
      Agreement.
      This
      Agreement contains the entire understanding and agreement of the parties
      relating to the subject matter hereof and supersedes all prior and/or
      contemporaneous understandings and agreements of any kind and nature (whether
      written or oral) among the parties with respect to such subject
      matter.

     

    7.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed in that
      state, without regard to any of its principles of conflicts of laws or other
      laws which would result in the application of the laws of another jurisdiction.
      This Agreement shall be construed and interpreted without regard to any
      presumption against the party causing this Agreement to be drafted.

     

    8.    Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT
      TO A
      TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
      UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
      COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
      DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY SUIT,
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
      AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH
      DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
      PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED IN
      THE
      MANNER PROVIDED IN SECTION 4.

     

    9.    Severability.
      The
      parties agree that if any provision of this Agreement be held to be invalid,
      illegal or unenforceable in any jurisdiction, that holding shall be effective
      only to the extent of such invalidity, illegally or unenforceability without
      invalidating or rendering illegal or unenforceable the remaining provisions
      hereof, and any such invalidity, illegally or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. It is the intent of the parties that this Agreement be
      fully
      enforced to the fullest extent permitted by applicable law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.   Binding
      Effect; Assignment.
      This
      Agreement and the rights and obligations hereunder may not be assigned by the
      Shareholder hereto without the prior written consent of the Company. This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns.

     

    11.   Headings.
      The
      section headings contained in this Agreement (including, without limitation,
      section headings and headings in the exhibits and schedules) are inserted for
      reference purposes only and shall not affect in any way the meaning,
      construction or interpretation of this Agreement. Any reference to the
      masculine, feminine, or neuter gender shall be a reference to such other gender
      as is appropriate. References to the singular shall include the plural and
      vice
      versa.

     

    12.   Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by the different
      parties hereto in separate counterparts, by facsimile or other electronic
      transmission, each of which when executed shall be deemed to be an original,
      and
      all of which, when taken together, shall constitute one and the same document.
      This Agreement shall become effective when one or more counterparts, taken
      together, shall have been executed and delivered by all of the parties
      hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE TO LOCK-UP AGREEMENT]

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above herein.

     

    
      	 	 	 
	 	LIHUA
              INTERNATIONAL, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:
	 	 
	 	 
	 	 
	 	
              
Name: