OPTION
AGREEMENT

     

    This
OPTION AGREEMENT (the “Agreement”)
is made as of December 1st, 2010
(the “Effective
Date”), between and among (i) Lam Mei Ying, an individual citizen of Hong
Kong (the “Grantor”);
and (ii) each of the signatories to this Agreement indicated as an “Optionee” on
the signature page hereof, each an individual citizen of the People’s Republic
of China (collectively, the “Optionees”)
(each of the foregoing, a “Party” and
together, the “Parties”)
relating to shares of a shell company (the “Shell
Company”). Capitalized terms not otherwise defined have the meanings
assigned to them in Exhibit A to this
Agreement.

     

    RECITALS

     

    
      	
              A.

            	
              The
      Shell Company, Ailibao International Investment Limited (“Ailibao
      International”, a BVI company) and the shareholders of Ailibao
      International will be each parties to a Share Exchange Agreement in
      [December], 2010 (the “Exchange
      Agreement”), pursuant to which the Option Grantor and other
      shareholders of Ailibao International will exchange all of their interests
      in Ailibao International for Common Stocks of the Shell
      Company.

            


    

     

    
      	
              B.

            	
              The
      Grantor desires to grant an option to the Optionees to purchase from
      Grantor all the shares of the Shell Company to be held by her (the “Option
      Shares”), in the proportions set forth on Exhibit C to this
      Agreement. The portion of the Option Shares to which each Optionee is
      entitled is referred to as that Optionee’s “Proportionate
      Share.”

            


    

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the Parties, the Parties agree as
follows:

     

    ARTICLE
I

     

    OPTION
RIGHT

     

    
      	
              1.1

            	
              Option
      Right.   Grantor hereby grants to each Optionee the
      right and option (the “Option
      Right”), during the Option Period (as defined below), to purchase
      such Optionee’s Proportionate Share of the Option Shares, and upon the
      exercise of such Option Right the Grantor will sell, convey and transfer
      such shares to each such Optionee in accordance with the provisions of
      this Agreement. E

            


    

     

    
      	
              1.2

            	
              Vesting Schedule.

            


    

     

    A. 30% of the Option Shares
are vested on the condition that the net income of the Shell Company at 1Q of
2011 reaches
USD1,000,000;

     

    B.  30% of the
Option Shares are vested on the condition that the net income of the Shell
Company at 2Q of 2011 reaches USD2,000,000;

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    C. The remaining 40% of the
Option Shares are vested on  on the
condition that the net income of the Shell Company at 3Q of 2011 reaches
USD3,000,000.

     

    
      	
              1.3

            	
              Option
      Period.  The Option Right will be effective during the
      period (the “Option
      Period”)
      commencing on the date which is one (1) month after the date on which a
      resale registration statement for the Shell Company’s shares issued to the
      investors in an equity financing conducted concurrently with the Exchange
      Transaction is declared effective by the United States Securities and
      Exchange Commission (the “Registration
      Statement Effective Date”), but before the one anniversary of the
      Registration Statement Effective Date (such date or the earlier expiration
      of the Option Right is referred to herein as the “Expiration
      Date”).

            


    

     

    
      	
              1.4

            	
              Exercise
      Process.   In order to exercise its Option Right
      during the Option Period, an Optionee must deliver to the Grantor a
      written notice of such exercise substantially in the form attached hereto
      as Exhibit
      B (the “Exercise
      Notice”) to the address or facsimile number set forth therein.
      Provided the Exercise Notice is delivered in accordance with this Section 3.2 to
      the Grantor on or prior to 6:30 p.m. (New York time) on a Business Day,
      the date of exercise (the “Exercise
      Date”) of the Option Right will be the date of such delivery of
      such Exercise Notice. In the event the Exercise Notice is delivered after
      6:30 p.m. (Hong Kong time) on any day or on a date which is not a Business
      Day, the Exercise Date will be deemed to be the first Business Day after
      the date of such delivery of such Exercise Notice. The delivery of an
      Exercise Notice in accordance herewith will constitute a binding
      obligation (a) on the part of the exercising Optionee to purchase and (b)
      on the part of the Grantor to sell, the Option Shares which are the
      subject of such Exercise Notice in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              1.5

            	
              Option
      Price.

            


    

     

    
      	
               
      

            	
              (a)

            	
              With
      respect to any exercise of the Option Right, the per-share price (“Option
      Price”) will be equal to 0.001 United States Dollars (US$ 0.001).
      The aggregate Option Price for all of the Option Shares will be equal to
      Ten Thousand United States Dollars
(US$10,000).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      payment of any Option Price will be in accordance with written
      instructions delivered by the Grantor to the exercising Optionee within
      five (5) days of delivery of the Exercise
  Notice.

            


    

     

    
      	
              1.6

            	
              Delivery of
      the Shares.   Upon the receipt of an Exercise Notice
      and the payment of the Option Price, the Grantor will deliver, or take all
      steps necessary to cause to be delivered, the Option Shares being
      purchased pursuant to such Exercise
Notice.

            


    

     

    ARTICLE
II

     

    ENCUMBRANCES;
TRANSFERS, SET-OFF; ESCROW

     

    
      	
              2.1

            	
              Encumbrances.   Upon
      exercise of the Option Right, the Option Shares being purchased will be
      sold, transferred and delivered to the exercising Optionee free and clear
      of any claim, pledge, charge, lien, preemptive rights, restrictions on
      transfers (except as required by securities laws of the United States),
      proxies, voting agreements and/or any other
  Encumbrance.

            


    

     

    
      	
              2.2

            	
              Lock-up;
      Transfers.   Prior to the Expiration Date, the
      Grantor will not transfer to any other Person and will continue to own,
      free and clear of any Encumbrance, the Option
  Shares.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              2.3

            	
              Legend.   The
      Grantor will cause a notification to be made in the share register of the
      Shell Company, and on any certificates evidencing the Option Shares,
      language in substantially the form as
follows:

            


    

     

    “THE
SHARES REGISTERED IN THE NAME OF [____________] OR REPRESENTED BY THIS
CERTIFICATE, AS THE CASE MAY BE, ARE SUBJECT TO AN OPTION RIGHT WHICH PROHIBITS
THEIR TRANSFER TO ANY PERSON OTHER THAN THE HOLDER OF THAT RIGHT PRIOR TO THE
EXERCISE OF THE RIGHT OR ITS EXPIRATION. ANY PERSON ACCEPTING ANY INTEREST IN
THE SHARES WILL BE DEEMED TO AGREE TO AND WILL BECOME BOUND BY ALL THE
PROVISIONS OF THE OPTION AGREEMENT IN WHICH THAT OPTION RIGHT IS SET FORTH, AND
THE SHARES WILL REMAIN SUBJECT TO THE OPTION RIGHT AS PROVIDED THEREIN. A COPY
OF THE OPTION AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
PLACE OF BUSINESS.”

     

    
      	
              2.4

            	
              Set-off.   Each
      Optionee will be absolutely entitled to receive all the Option Shares to
      which it is entitled pursuant to the exercise of an Option Right, and for
      the purposes of this Agreement, the Grantor hereby waives, as against each
      exercising Optionee, all rights of set-off or counterclaim that would or
      might otherwise be available to the
Grantor.

            


    

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
              3.1

            	
              Representations
      and Warranties of the Grantor.    The Grantor
      represents and warrants to each Optionee,
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Due
      Authorization.  This Agreement, and all agreements and
      documents executed and delivered pursuant to this Agreement, constitute
      valid and binding obligations of the Grantor, enforceable against the
      Grantor in accordance with their terms, subject to applicable Bankruptcy
      Laws and other laws or equitable principles of general application
      affecting the rights of creditors
generally.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Conflicts.   Neither the execution or delivery of
      this Agreement by the Grantor nor the fulfillment or compliance by the
      Grantor with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Grantor is subject or by which the Grantor is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Grantor
      or compliance with the provisions hereof by the Grantor does not, and will
      not, violate any provision of any Law to which the Grantor is subject or
      by which it is bound.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Actions.   There are no lawsuits, actions or, to the
      best knowledge of the Grantor, investigations, claims or demands or other
      proceedings pending or, to the best knowledge of the Grantor, threatened
      against the Grantor that, if resolved in a manner adverse to the Grantor,
      would adversely affect the right or ability of the Grantor to carry out
      its obligations set forth in this
Agreement.

            


    

     

    
      	
               
      

            	
               (d)

            	
              Title.  The
      Grantor owns the Option Shares free and clear of any Encumbrance
      whatsoever, except as contemplated by this Agreement. The Grantor has not
      entered into nor is a party to any agreement that would cause the Grantor
      to not own the Option Shares free and clear of any Encumbrance, except as
      contemplated by this Agreement.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              Representations
      and Warranties of the Optionees.   Each Optionee
      represents and warrants to the Grantor, as to such Optionee and not as to
      any other
Optionee,  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Due
      Authorization.  This Agreement, and all agreements and
      documents executed and delivered pursuant to this Agreement, constitute
      valid and binding obligations of the Optionee, enforceable against the
      Optionee in accordance with their terms, subject to applicable Bankruptcy
      Laws and other laws or equitable principles of general application
      affecting the rights of creditors
generally.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Conflicts.  Neither the execution or delivery of this
      Agreement by the Optionee nor the fulfillment or compliance by the
      Optionee with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Optionee is subject or by which the Optionee is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Optionee
      or compliance with the provisions hereof by the Optionee does not, and
      will not, violate any provision of any Law to which the Optionee is
      subject or by which it is bound.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Actions.  There are no lawsuits, actions or, to the best
      knowledge of the Optionee, investigations, claims or demands or other
      proceedings pending or, to the best knowledge of the Optionee, threatened
      against the Optionee that, if resolved in a manner adverse to the
      Optionee, would adversely affect the right or ability of the Optionee to
      carry out its obligations set forth in this
  Agreement.

            


    

     

    ARTICLE
IV

     

    NEGATIVE
COVENANTS

     

    
      	
              4.1

            	
              Covenants
      of the Grantor.  The Grantor agrees that, prior to the
      termination of this Agreement, it will not transfer, sell, or assign
      to any other Person, or otherwise dispose of, pledge, encumber, or suffer
      any Encumbrance upon, any shares of capital stock of the Shell Company
      which Grantor owns, including the Option Shares. The Grantor further
      agrees that, prior to the termination of this Agreement, it will not,
      without the prior written approval of the Optionee, vote (in person, by
      proxy or by action by written consent, as applicable) any of the Option
      Shares in favor of, or to adopt or approve any of the following actions
      with regard to the Shell Company or any direct or indirect subsidiary of
      the Shell Company (referred to individually and collectively as the “Company”):

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      increase of the number of authorized shares of capital stock of the
      Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      transfer, sale, assignment, or other disposition of, or pledge or
      encumbrance of, any of the Company’s material assets (including, without
      limitation, any shares of any subsidiary or non-majority owned affiliated
      companies);

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      Change of Control with regard to the Company. “Change of
      Control” means the first to occur of any of the following
      events:

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              An
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act
      of 1934 (the “Exchange
      Act”)) (a “Person”)
      of beneficial ownership (within the meaning of Rule 13d-3 promulgated
      under the Exchange Act) of twenty percent (20%) or more of either (A) the
      then outstanding shares of the common or ordinary stock of the Company
      (the “Outstanding
      Common Stock”) or (B) the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the election of directors (the “Outstanding
      Voting Securities”); excluding, however, the following: (1) any
      acquisition directly from the Company, other than an acquisition by virtue
      of the exercise of a conversion privilege unless the security being so
      converted was itself acquired directly from the Company, (2) any
      acquisition by the Company, (3) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      entity controlled by the Company, or (4) any acquisition pursuant to a
      transaction which complies with clauses (A), (B) and (C) of paragraph
      (iii) of this definition;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      change in the composition of the Board of Directors of the Company (the
      “Board”)
      such that the individuals who, as of the date of this Agreement,
      constitute such board of directors (such Board will be hereinafter
      referred to as the “Incumbent
      Board”) cease for any reason to constitute at least a majority of
      the Board; provided,
      however, for purposes of this definition any individual who becomes
      a member of the Board subsequent to the date of this Agreement, whose
      election, or nomination for election by the Company’s stockholders, was
      approved by a vote of at least a majority of those individuals who are
      members of the Board and who were also members of the Incumbent Board (or
      deemed to be such pursuant to this proviso) will be considered as though
      such individual were a member of the Incumbent Board; and provided further, that
      any such individual whose initial assumption of office occurs as a result
      of either an actual or threatened election contest (as such terms are used
      in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
      other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person other than the Board will not be so considered as a
      member of the Incumbent Board; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Company or the
      acquisition by the Company of assets or stock of another entity (“Corporate
      Transaction”); excluding, however, such a Corporate Transaction
      following which (A) all or substantially all of the individuals and
      entities who are the beneficial owners, respectively, of the Outstanding
      Common Stock and Outstanding Voting Securities immediately prior to such
      Corporate Transaction beneficially own, directly or indirectly, more than
      fifty percent (50%) of, respectively, the outstanding shares of Common
      Stock, and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such Corporate Transaction
      (including, without limitation, a corporation which as a result of such
      transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in
      substantially the same proportions, as their ownership immediately prior
      to such Corporate Transaction, of the Outstanding Common Stock and
      Outstanding Company Securities, as the case may be, (B) no Person (other
      than the Company, or any employee benefit plan (or related trust) of the
      Company or such corporation resulting from such Corporate Transaction)
      beneficially owns, directly or indirectly, twenty percent (20%) or more
      of, respectively, the outstanding shares of common stock of the
      corporation resulting from such Corporate Transaction or the combined
      voting power of the outstanding voting securities of such corporation
      entitled to vote generally in the election of directors except to the
      extent that such ownership existed prior to the Corporate Transaction, and
      (C) individuals who were members of the Incumbent Board at the time of the
      execution of the initial agreement or of the Board action providing for
      such Corporate Transaction constitute at least a majority of the members
      of the board of directors of the corporation resulting from such Corporate
      Transaction; or

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iv)

            	
              The
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      sale or other issuance of any equity interest, shares of capital or other
      securities of the Company or any of its
  subsidiaries;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      declaration, accrual, set aside or payment of any dividend or other
      distribution in respect of any equity interest or any shares of capital
      stock or other securities of the Company or any repurchase or redemption
      of any equity interest or any shares of capital stock or other securities
      of the Company; or

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      agreement, commitment or offers of the Company or any of its subsidiaries,
      whether or not in writing, to take of the actions prohibited by clauses
      (a) through (e);

            


    

     

    provided however, that
neither the consummation of the transactions contemplated by this Agreement, the
Exchange Transaction, nor any of the other transactions contemplated hereby will
be deemed to be a “Change of Control” or otherwise prohibited by the covenants
contained in this Section
4.1.

     

    
      	
              4.2

            	
              The
      Grantor will cause the Shell Company and each of its subsidiaries to
      preserve intact the business and management organization of the Shell
      Company and all of its
subsidiaries.

            


    

     

    ARTICLE
V

     

    EVENTS
OF DEFAULT AND TERMINATION

     

    
      	
              5.1

            	
              Events of
      Default. The occurrence at any time with respect to a Party (the
      “Defaulting
      Party”) of any of the following events will constitute an event of
      default (an “Event of
      Default”) with respect to such
Party:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Failure to Pay or
      Deliver.  The failure by a Party to make, when due, any
      payment under this Agreement or deliver the Option Shares in accordance
      with this Agreement, if such failure is not remedied on or before the
      third (3rd)
      Business Day after notice of such failure is given to the Defaulting
      Party.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Breach of
      Agreement.  The failure by a Party to comply with or
      perform any agreement, covenant or obligation (other than a failure
      described in Section 5.1(a),
      which will be governed by Section 5.1(a))
      to be complied with or performed by such Party in accordance with this
      Agreement if such failure is not remedied on or before the tenth (10th)
      Business Day after notice of such failure is given to the Defaulting
      Party.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Bankruptcy.  A
      Party (1) is dissolved (other than pursuant to a consolidation,
      amalgamation or merger); (2) becomes insolvent or is unable to pay its
      debts or fails or admits in writing its inability generally to pay its
      debts as they become due; (3) makes a general assignment, arrangement or
      composition with or for the benefit of its creditors; (4) institutes or
      has instituted against it a proceeding seeking a judgment of insolvency or
      bankruptcy or any relief under any Bankruptcy Law, or a petition is
      presented for its winding-up or liquidation, and in the case of any such
      proceeding or petition instituted or presented against it, such proceeding
      or petition (A) results in a judgment of insolvency or bankruptcy or the
      entry of an order for relief or the making of an order for its winding-up
      or liquidation or (B) is not dismissed, discharged, stayed or restrained
      in each case within thirty (30) days of the institution or presentation
      thereof; (5) has a resolution passed for its winding-up, official
      management or liquidation (other than pursuant to a consolidation,
      amalgamation or merger); (6) seeks or becomes subject to the appointment
      of an administrator, provisional liquidator, conservator, receiver,
      trustee, custodian or other similar official for it or for all or
      substantially all of its assets; (7) has a secured party take possession
      of all or substantially all of its assets or has a distress, execution,
      attachment, sequestration or other legal process levied, enforced or sued
      on or against all or substantially all of its assets and such secured
      party maintains possession, or any such process is not dismissed,
      discharged, stayed or rescinded, in each case within thirty (30) days
      thereafter; (8) causes or is subject to any event with respect to it that,
      under applicable Law, has an analogous effect to any of the events
      described in clauses (1) through (7); or (9) takes any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts.

            


    

     

    
      	
              5.2

            	
              Termination.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      at any time an Event of Default with respect to a Party has occurred and
      is continuing, any other Party may terminate this Agreement and deem the
      Expiration Date to have occurred by giving written notice to the
      Defaulting Party specifying the relevant Event of
  Default.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      otherwise terminated pursuant to Section 5.2(a),
      this Agreement will terminate on the earlier of the Expiration Date and
      the date on which one hundred percent (100%) of the Option Shares have
      been transferred and conveyed to the Optionees
  hereunder.

            


    

     

    ARTICLE
VI

     

    MISCELLANEOUS
PROVISIONS

     

    
      	
              6.1

            	
              Further
      Assurances.
      Each Party will execute and/or cause to be delivered to each other Party
      such instruments and other documents, and will take such other actions, as
      such other Party may reasonably request for the purpose of carrying out or
      evidencing any of the transactions contemplated by this
      Agreement.

            


    

     

    
      	
              6.2

            	
              Notices.   Any
      notice or other communication required or permitted to be delivered to any
      Party will be in writing and will be deemed properly delivered, given and
      received upon dispatch by hand, courier or express delivery service with
      receipt confirmed by signature of the addressee, to the address set forth
      beneath the name of such Party below (or to such other address as such
      Party may specify in a written notice given to the other
      Parties):

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    If
      to the Grantor:

                  	
                    Lam
      Mei Ying

                  
	 
      	 
      
	 
      	
                    Floor
      2, Building 1, Kaiyuan Industrial Zone No.118, Jiangtou Village, Chendai
      Town, Jinjiang City

                  
	 
      	 
      
	
                    If
      to the Optionee:

                  	
                    All
      optionees of this Agreement

                  
	 
      	 
      
	 
      	
                    Floor
      2, Building 1, Kaiyuan Industrial Zone No.118, Jiangtou Village, Chendai
      Town, Jinjiang
City

                  


          

        

      

    

     

    
      	
              6.3

            	
              Time of The
      Essence.   Time
      is of the essence of this
Agreement.

            


    

     

    
      	
              6.4

            	
              Headings,
      Gender and Usage.   The headings contained in this
      Agreement are for convenience of reference only, will not be deemed to be
      a part of this Agreement and will not be referred to in connection with
      the construction or interpretation of this Agreement. For purposes of this
      Agreement: (a) the words “include” and “including” will be taken to
      include the words, “without limitation;” and (b) whenever the context
      requires, the singular number will include the plural, and vice versa; and
      each of the masculine, feminine and neuter genders will refer to the
      others.

            


    

     

    
      	
              6.5

            	
              Governing
      Law and Language.   This Agreement, including all
      matters of construction, validity and performance, will in all respects be
      governed by, and construed in accordance with, the laws of the British
      Virgin Islands (without giving effect to principles relating to conflict
      of laws).  This Agreement is written in English and the English
      language will govern any interpretation of this
  Agreement.

            


    

     

    
      	
              6.6

            	
              Venue and
      Jurisdiction.   If any legal proceeding or other
      legal action relating to this Agreement is brought or otherwise initiated,
      the venue therefore will be in Hong Kong, S.A.R., which will be deemed to
      be a convenient forum. Each of the Parties hereby expressly and
      irrevocably consents and submits to the jurisdiction of the courts in Hong
      Kong.

            


    

     

    
      	
              6.7

            	
              Interpretation.  Each
      Party acknowledges that it has participated in the drafting of this
      Agreement, and any applicable rule of construction to the effect that
      ambiguities are to be resolved against the drafting party may not be
      applied in connection with the construction or interpretation of this
      Agreement.

            


    

     

    
      	
              6.8

            	
              Successors
      and Assigns.  Each of the Parties will not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of each other Party. This Agreement is binding upon, inures to the
      benefit of and is enforceable by Optionee, Grantor and their respective
      successors and assigns.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              6.9

            	
              Waiver.

            


    

     

    
      	
               
      

            	
              (a)

            	
              No
      failure on the part of any Person to exercise any power, right, privilege
      or remedy under this Agreement, and no delay on the part of any Person in
      exercising any power, right, privilege or remedy under this Agreement,
      will operate as a waiver of such power, right, privilege or remedy; and no
      single or partial exercise of any such power, right, privilege or remedy
      will preclude any other or further exercise thereof or of any other power,
      right, privilege or remedy.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Person will be deemed to have waived any claim arising out of this
      Agreement, or any power, right, privilege or remedy under this Agreement,
      unless the waiver of such claim, power, right, privilege or remedy is
      expressly set forth in a written instrument duly executed and delivered on
      behalf of such Person; and any such waiver will not be applicable or have
      any effect except in the specific instance in which it is
      given.

            


    

     

    
      	
              6.10

            	
              Entire
      Agreement; Amendment.  This Agreement sets forth the
      entire understanding of the Parties relating to the subject matter hereof
      and supersedes all prior agreements and understandings among or between
      any of the parties relating to the subject matter thereof. Any term of
      this Agreement may be amended only with the written consent of each
      Party.

            


    

     

    
      	
              6.11

            	
              Severability.  In the event that
      any provision of this Agreement, or the application of any such provision
      to any Person or set of circumstances, will be determined to be invalid,
      unlawful, void or unenforceable to any extent, the remainder of this
      Agreement, and the application of such provision to Persons or
      circumstances other than those as to which it is determined to be invalid,
      unlawful, void or unenforceable, will not be impaired or otherwise
      affected and will continue to be valid and enforceable to the fullest
      extent permitted by law.

            


    

     

    
      	
              6.12

            	
              Counterparts. This Agreement may be
      executed in several counterparts, each of which will constitute an
      original and all of which, when taken together, will constitute one
      agreement.

            


    

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    In
Witness Whereof, the Parties have caused this Option Agreement to be
executed and delivered as of the date first set forth above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          “GRANTOR”

                                        	 
      	
                                          “OPTIONEE”

                                        
	 	 	 
	
                                          Lam
      Mei ying(林美英), an
      individual

                                        	 
      	
                                          Ding
      bao fu(丁保福),
      an individual

                                        
	 
      	 
      	 
      
	
                                          /s/
      LAM Mei Ying

                                        	 
      	
                                          /s/
      DING Baofu

                                        
	 
      	 
      	 
      
	
                                          “OPTIONEE”

                                        	 
      	
                                          “OPTIONEE”

                                        
	 	 	 
	
                                          ding
      chang ming(丁長明),
      an individual

                                        	 
      	
                                          Ding
      bao jian(丁保健),
      an individual

                                        
	 
      	 
      	 
      
	
                                          /s/
      DING Changming

                                        	 
      	
                                          /s/
      DING Baoyian

                                        
	 
      	 
      	 
      
	
                                          “OPTIONEE”

                                        	 
      	
                                          “OPTIONEE”

                                        
	 	 	 
	
                                          CHEN
      KE QING(陳克清), an
      individual

                                        	 
      	
                                          DING
      FUNG YING(丁鳳英), an
      individual

                                        
	 
      	 
      	 
      
	
                                          /s/
      CHEN Keqing

                                        	 
      	
                                          /s/
      DING Fungying

                                        
	
                                          “OPTIONEE”

                                        	 
      	
                                          “OPTIONEE”

                                        
	 	 	 
	
                                          HUANG
      XIU YUAN(黃秀緣), an
      individual

                                        	 
      	
                                          DING
      MEI CHI(丁美治), an
      individual

                                        
	 
      	 
      	 
      
	
                                          /s/
      HUANG Xiuyuan

                                        	 
      	
                                          /s/
      DING Meichi

                                        
	
                                          “OPTIONEE”

                                        	 
      	 
      
	 
      	
                                            

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Attachments:

     

    Exhibit
A         Certain
Definitions

    Exhibit
B          Form of Option
Exercise Notice

    Exhibit
C          Proportionate
Share


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    CERTAIN
DEFINITIONS

     

    For
purposes of this Agreement (including this Exhibit A):

     

    “Bankruptcy
Law” means any Law of any jurisdiction relating to bankruptcy,
insolvency, corporate reorganization, company arrangement, civil rehabilitation,
special liquidation, moratorium, readjustment of debt, appointment of a
conservator, trustee or receiver, or similar debtor relief.

     

    “Board” is
defined in Section4.1(c)(ii).

     

    “Business
Day” means a day on which the commercial banks located in Hong Kong are
open for regular business.

     

    “Change of
Control” is defined in Section
4.1(c).

     

     “Company”
is defined in Section
4.1.

     

    “Corporate
Transaction” is defined in Section
4.1(c)(iii).

     

    “Effective
Date” is defined in the Preamble.

     

    “Encumbrance”
means any lien, pledge, hypothecation, charge, mortgage, security
interest, encumbrance, equity, trust, equitable interest, claim, preference,
right of possession, lease, tenancy, license, encroachment, covenant,
infringement, interference, order, proxy, option, right of first refusal,
preemptive right, community property interest, legend, defect, impediment,
exception, reservation, limitation, impairment, imperfection of title, condition
or restriction of any nature (including any restriction on the transfer of any
asset, any restriction on the receipt of any income derived from any asset, any
restriction on the use of any asset and any restriction on the possession,
exercise or transfer of any other attribute of ownership of any
asset).

     

    “Exchange
Act” is defined in Section
4.1(c)(i).

     

    “Exchange
Agreement” is defined in Recital B.

     

     “Exercise
Date” is defined in Section
1.4.

     

    “Exercise
Notice” is defined in Section
1.4.

     

    “Expiration
Date” is defined in Section 1.2.

     

    “GAAP”
means generally accepted accounting principles consistently applied
during the relevant period.

     

    “Governmental
Body” means any: (a) nation, principality, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature;
(b) federal, state, local, municipal, foreign or other government; (c)
governmental or quasi-Governmental Body of any nature (including any
governmental division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal); (d)
multi-national organization or body; or (e) individual, Entity or body
exercising, or entitled to exercise, any executive, legislative, judicial,
administrative, regulatory, police, military or taxing authority or power of any
nature.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Grantor”
is defined in the Preamble.

     

    “Ailibao
International” is defined in Recital A.

     

    “Incumbent
Board” is defined in Section
4.1(c)(i).

     

    “Law” means any national,
federal, state, local, municipal, foreign or other law, statute, legislation,
constitution, principle of common law, resolution, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, ruling, directive,
pronouncement, requirement, specification, determination, decision, opinion or
interpretation issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any
Governmental Body.

     

    “Option
Period” is
defined in Section
1.2.

     

    “Option
Price” is
defined in Section
1.5(a).

     

    “Option
Right” is
defined in Section
1.1.

     

    “Option
Shares” is
defined in Recital B.

     

    “Optionee”
is defined in the Preamble.

     

    “Outstanding
Common Stock” is defined in Section
4.1(c)(i).

     

    “Outstanding
Voting Securities” is defined in Section
4.1(c)(i).

     

    “Party” and
“Parties” are defined in the Preamble to this Agreement.

     

    “Person”
means an individual, a corporation, a partnership, an association, a trust or
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof, except as used in ARTICLE IV, where its
meaning is defined in Section
4.1(c)(i).

     

    “Proportionate
Share” is defined in Recital B.

     

    “Registration
Statement Effective Date” is defined in Section 1.2.

     

    “Shell
Company” is
defined in the Preamble to this Agreement

     

     “US GAAP”
means United States Generally Accepted Accounting Principles consistently
applied.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM
OF OPTION EXERCISE NOTICE

     

    [Date]

     

    [________________]
(the “Grantor”)

     

    [________________]

     

    [________________]

     

    Attention:
[_______]

     

    
      	
               
      

            	
              Re:

            	
              Option
      Agreement dated [ • ] (the “Option Agreement”), between [ • ] (the
      “Optionee”) and [ • ] (the
“Grantor”)

            


    

     

    Dear
Sir:

     

    In
accordance with Section 1.4 of
the Option Agreement, the Optionee hereby provides this notice of exercise of
the Option Right in the manner specified below:

     

    
      	
               
      

            	
              (a)

            	
              The
      Optionee hereby exercises its Option Right with respect to the Option
      Shares pursuant to the Option
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Optionee will pay the sum of US$____________ to the
    Grantor.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Pursuant
      to this exercise, the Grantor will deliver to _______________ the Option
      Shares in accordance with the instructions attached
  hereto.

            


    

     

    
      
        
          	
                  Dated:
      _______________, ______

                	 
      
	 
      	 
      
	 
      	
                   
        

                
	 
      	 
      
	 
      	
                   [
      • ]

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    PROPORTIONATE
SHARES


     

    
      
        
          
            	
                    Name

                  	 
      	
                    Option Shares

                  
	 	 	 
	
                    Ding
      Bao Jian

                  	 
      	
                    233

                  
	
                    Ding
      Bao Fu

                  	 
      	
                    233

                  
	
                    Ding
      Chang Ming

                  	 
      	
                    233

                  
	
                    Ding
      FungYing

                  	 
      	
                    47

                  
	
                    Huang
      XiuYuan

                  	 
      	
                    47

                  
	
                    Ding
      Mei Chi

                  	 
      	
                    47

                  
	
                    Chen
      Ke Qing    

                  	 
      	
                    49