EQUITY
INTEREST PLEDGE AGREEMENT

    


    This
Equity Interest Pledge Agreement (hereinafter referred to as “Agreement”) is entered into
by and between the following Parties effective in Weifang, Shandong Province,
People’s Republic of China (hereinafter referred to as the “PRC”) as of February 1,
2011.

    


    
      	
              Pledgee:

            	
              Beijing Binhai Yintai
      Technology Co., Ltd., a wholly
      foreign-owned enterprise duly established and validly existing under the
      laws of the PRC.

            


    

    Registered Address: Room 2006, Floor 20, Qingyun
Dangdai Plaza, Building 9
of Mantingfangyuan Community, Qingyunli, Haidian District, Beijing,
PRC.

    


    
      	
              Pledgor:

            	
              (1)
      YANG
      Chunbin, a citizen of
      the PRC.

            


    

    ID No.
370703196303303016

    Address: Haiwang Street, Yangzi Community,
Coastal Economic
Zone, Weifang,
Shandong Province,
PRC

     

     (2) SUN Tongjiang, a citizen
of the PRC.

    PRC
Passport No. 370206196901121652

    Address:
Haiwang Street, Yangzi Community, Coastal Economic Zone, Weifang, Shandong
Province, PRC

    


    (3) LIU Shangxue, a citizen of
the PRC.

    ID No.
370703195303183056

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    (4) CUI Xiusheng, a citizen of
the PRC.

    ID No.
370703196209223036

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    (5) LU Junyou, a citizen of
the PRC.

    ID No.
370703195507083030

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (6) WANG Yunyu, a citizen of
the PRC.

    ID No.
370703195208153019

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (7) MU Zuolei, a citizen of
the PRC.

    ID No.
370703197410270058

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (8) MU Sisheng, a citizen of
the PRC.

    ID No.
370703195606183053

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (9) HOU Junhua, a citizen of
the PRC.

    ID No.
370703196712244133

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (10) CUI Huabei, a citizen of
the PRC.

    ID No.
370703196206143014

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (11) XU Xiuzhi, a citizen of
the PRC.

    ID No.
370703196104020881

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (12) XU Dayong, a citizen of
the PRC.

    ID No.
37070319630813301X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (13) WANG Bintang, a citizen
of the PRC.

    ID No.
370703195708043019

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (14) LIU Zhixia, a citizen of
the PRC.

    ID No.
370703196411143048

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (15) CUI Tongjing, a citizen
of the PRC.

    ID No.
370703196201203030

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (16) XU Shigang, a citizen of
the PRC.

    ID No.
370703197212180051

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (17) CUI Tonglin, a citizen of
the PRC.

    ID No.
370703195508253011

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (18) XU Jieguo, a citizen of
the PRC.

    ID No.
370703195503163519

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (19) WANG Chuanqiang, a
citizen of the PRC.

    ID No.
370703197009282280

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (20) SUN Zhipeng, a citizen of
the PRC.

    ID No.
37070319630207301X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (21) SHEN Zhaofa, a citizen of
the PRC.

    ID No.
37070319710211351X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (22) LU Junping, a citizen of
the PRC.

    ID No.
370703196406193139

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (23) XU Jiechang, a citizen of
the PRC.

    ID No.
370703196304253575

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (24) ZHU Yuanhong, a citizen
of the PRC.

    ID No.
370728196808232871

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (25) ZHU Jiuquan, a citizen of
the PRC.

    ID No.
370703197208020012

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (26) LIN Chunhui, a citizen of
the PRC.

    ID No.
37070319730618001X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (27) CUI Zhuande, a citizen of
the PRC.

    ID No.
37070319650312301X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (28) WANG Xinhua, a citizen of
the PRC.

    ID No.
370703196903083010

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (29) ZHU Linsheng, a citizen
of the PRC.

    ID No.
32052119661129701X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (30) WU Jincai, a citizen of
the PRC.

    ID No.
37070319640820302X

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (31) YANG Xiaoyang, a citizen
of the PRC.

    ID No.
370703199001070329

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (32) YANG Chunxiang, a citizen
of the PRC.

    ID No.
370703197303280015

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

    


    (33) ZHU Xiaolei, a citizen of
the PRC.

    ID No.
110105198404023639

    Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (the
thirty-three persons aforementioned are collectively referred to as “Pledgor”)

    


    WHEREAS, Plegdee is a wholly foreign-owned
enterprise duly established and validly existing in Beijing under the laws of
the PRC. With the approval of relevant PRC authorities, it is permitted to
engage in research and development of application software, computer system
integration, technical consulting and service, training, technology transfer,
sale of products developed by the company itself. Pledgee and Shandong Haiwang
Chemical Stock Co., Ltd., entered into an Exclusive Technical and Consulting
Service Agreement effective as of February 1, 2011 (hereinafter referred to as
“Service
Agreement”).

    


    WHEREAS, Pledgor is citizen of the PRC and collectively holds a 100% equity
interest in Shandong Haiwang Chemical Stock Co.,
Ltd., which is a joint stock company duly established and validly existing under the laws of the
PRC.

    


    WHEREAS, in order to ensure that Pledgee collects
the Consulting Service Fee (as such term is defined in the Service
Agreement) from Shandong Haiwang Chemical Stock Co., Ltd., Pledgor is willing to
pledge all of its equity interest in Shandong Haiwang Chemical Stock Co., Ltd.
as security.

    


    NOW THEREFORE, intending to be
bound hereby and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:

    


    ARTICLE I

    


    DEFINITIONS

    


    Unless it is otherwise stipulated, for
the purpose of this Agreement, the following terms shall have the following
meanings:

    


    
      	
              1.1

            	
              Pledge shall have the meaning assigned
      to it in Article II of this
      Agreement.

            


    

    


    
      	
              1.2 

            	
              Equity Interest
      shall mean the 100%
      equity interest in Shandong Haiwang Chemical Stock
      Co., Ltd., collectively held by
      Pledgee.

            


    

    


    
      	
              1.3

            	
              Rate of
      Pledge shall mean the
      ratio between the value of the Pledge under this Agreement and the Consulting Service Fee under
      the Service Agreement.

            


    

    


    
      	
              1.4

            	
              Term of Pledge
      shall mean the period
      provided for in
      Article
      3.2.

            


    

    


    
      	
              1.5 

            	
              Service
      Agreement shall mean
      the Exclusive Technical and Consulting Service Agreement entered into by and between
      Shandong Haiwang Chemical Stock Co.,
      Ltd. and Pledgee effective as of
      February 1, 2011.

            


    

    


    
      	
              1.6 

            	
              Event of
      Default shall
      have the meaning
      assigned to it in Article VII.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              1.7 

            	
              Notice of
      Default shall mean
      the notice of default issued by Pledgee in accordance with this
      Agreement.

            


    

    


    ARTICLE II

    


    PLEDGE

    


    
      	
              2.1

            	
              Pledgor pledges the Equity
      Interest in
      Shandong Haiwang
      Chemical Stock Co., Ltd. as security for the payment of the
      Consulting Service Fee payable to Pledgee under the Service
      Agreement.

            


    

    


    
      	
              2.2

            	
              Pledgee, by virtue of the Pledge, shall
      be entitled to have priority in receiving any payment or proceeds from the auction or sale
      of the Equity Interest pledged by Pledgor to
    Pledgee.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE III

    


    RATE OF PLEDGE AND TERM OF
PLEDGE

    


    
      	
              3.1

            	
              The Rate of
      Pledge:

            


    

    


    The Rate of Pledge shall be 100% under
this Agreement.

    


    
      	
              3.2

            	
              The Term of
      Pledge:

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              The Pledge shall take effect as of the date that the
      Pledge is recorded in the register of shareholders of Shandong Haiwang Chemical Stock Co.,
      Ltd. and shall remain effective
      so long as this Agreement remains in
effect.

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              During the term of Pledge, Pledgee
      shall be entitled to
      foreclose on the Pledge in accordance with this Agreement in the event
      Shandong Haiwang
      Chemical Stock Co., Ltd. fails to pay the Consulting
      Service Fee in accordance with the Service
    Agreement.

            


    

    


    ARTICLE IV

    


    PHYSICAL POSSESSION OF PLEDGE
DOCUMENTS

    


    
      	
              4.1

            	
              During the term of the Pledge, Pledgee
      shall be entitled to possess the contribution certificate of the Equity
      Interest (the “Contribution
      Certificate”) and the register of shareholders
      of Shandong Haiwang Chemical Stock
      Co., Ltd. Pledgor shall deliver the
      Contribution
      Certificate and the register of shareholders hereunder to Pledgee within
      one week after the date of this
  Agreement.

            


    

    


    
      	
              4.2

            	
              Pledgee shall be entitled to
      collect any dividends from the Equity Interest during the term of the
      Pledge.

            


    

    


    ARTICLE V

    


    REPRESENTATIONS AND WARRANTIES OF
PLEDGOR

    


    
      	
              5.1

            	
              Pledgor is the legal owner of the
      Equity Interest.

            


    

    


    
      	
              5.2

            	
              At any time Pledgee exercises its
      right under this Agreement, it shall be free from any
      interference.

            


    

    


    
      	
              5.3

            	
              Pledgee has the right to exercise
      or transfer the Pledge in accordance with this
      Agreement.

            


    

    


    
      	
              5.4

            	
              Pledgor shall not pledge or
      encumber the Equity Interest to any other person except for
      Pledgee.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        
 

    

    ARTICLE VI

    


    COVENANTS OF PLEDGOR

    


    
      	
              6.1

            	
              During the term of this Agreement,
      Pledgor covenants to Pledgee as
follows:

            


    

    


    
      	
               
      

            	
              6.1.1

            	
              Except
      for the transfer of the Equity Interest in accordance with the Exclusive
      Equity Interest Purchase Agreement entered into by and among Pledgor,
      Pledgee and Shandong Haiwang Chemical Stock Co., Ltd., the Pledgor shall
      not transfer or assign the Equity Interest or create or permit to be
      created any pledge which may have an adverse affect on the rights or
      benefits of Pledgee without prior written consent from
      Pledgee.

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              Pledgor shall comply with all laws and
      regulations with respect to the right of Pledge, present
      Pledgee any notices,
      orders or suggestions relating to the Pledge issued or made by a relevant
      authority after receiving such notices, orders or suggestions and comply
      with such notices, orders or suggestions or object to the foregoing
      matters at the reasonable request of Pledgee or with the written consent
      of Pledgee.

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              Pledgor shall timely notify
      Pledgee of any events
      or the receipt of any notice which may affect the Equity Interest or any
      part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or
      which may affect Pledgor’s performance of its
      obligations under this
      Agreement.

            


    

    


    
      	
              6.2

            	
              Pledgor agrees that Pledgee’s right to exercise the Pledge
      shall not be suspended or hampered through any legal procedure instituted
      by Pledgor, any
      successors of Pledgor
      or any person authorized by Pledgor.

            


    

    


    
      	
              6.3

            	
              Pledgor warrants to execute in good faith
      and cause other parties who may have any interest in the Pledge to execute
      all title certificates, contracts or other documents, and/or perform
      and cause other
      parties who have interests to take action as required by
      Pledgee and provide access
      to exercise the rights and authorization vested in Pledgee under this Agreement, and execute
      all the documents with respect to the Equity Interest and promptly provide all the notices, orders
      and decisions related to the Equity Interest and deemed necessary by
      Pledgee to Pledgee within a reasonable time.

            


    

    


    
      	
              6.4

            	
              Pledgor
      warrants that it will comply
      with and perform all the guarantees, covenants, agreements,
      representations and
      conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee
      for all losses suffered in
      the event that Pledgor does not fully perform its
      guarantees, covenants, agreements, representations or conditions hereunder
      and causes any damage
      to Pledgee.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

        

    ARTICLE VII

    


    EVENTS OF DEFAULT

    


    
      
        	
                7.1

              	
                The occurrence of any of the
      events listed below shall be deemed as an Event of
      Default:

              


      

    

    


    
      	
               
      

            	
              7.1.1

            	
              Failure by Shandong Haiwang Chemical Stock
      Co., Ltd. to make full payment of the
      Consulting Service Fee, as provided under the Service
      Agreement.

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              Pledgor makes any material
      misleading or fraudulent representations or warranties under Article 5
      herein.

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              Pledgor violates any of the
      covenants under Article 6
herein.

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              Pledgor violates any of the terms
      or conditions hereof.

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              Pledgor waives the pledged Equity
      Interest or transfers or assigns the pledged Equity Interest without the
      prior written consent of Pledgee, except as provided in Article 6.1.1 in
      this Agreement.

            


    

    


    
      	
               
      

            	
              7.1.6

            	
              Any loan, security, compensation,
      covenant or other
      compensation liability of Pledgor (i) is required to be paid or performed
      in advance because of an event of default; or (ii) is due but cannot be
      paid or performed, which makes Pledgee reasonably believe
      Pledgor’s capability of performing under
      this Agreement has been
      affected.

            


    

    


    
      	
               
      

            	
              7.1.7

            	
              Pledgor is incapable of paying its
      general debt or other debt.

            


    

    


    
      	
               
      

            	
              7.1.8

            	
              The promulgation of relevant laws
      makes the performance of this Agreement illegal or makes Pledgor unable to
      perform its obligations under this
  Agreement.

            


    

    


    
      	
               
      

            	
              7.1.9

            	
              The withdrawal, suspension, invalidation
      or material revision of any approval, permit or authorization from the
      relevant authorities needed to perform or validate this
      Agreement.

            


    

    


    
      	
            	
              7.1.10

            	
              Any adverse change in the property
      of Pledgor that causes Pledgee to reasonably believe that Pledgor may be unable
      to perform its obligations
hereunder.

            


    

    


    
      	
            	
              7.1.11

            	
              The inability or refusal by any
      successor or assignee of Shandong Haiwang Chemical Stock
      Co., Ltd. to pay the amounts due under the
      Service Agreement.

            


    

    


    
      	
            	
              7.1.12

            	
              The occurrence of any other
      circumstances whereby
      Pledgee becomes incapable of exercising its right to foreclose on the
      Pledge.

            


    

    


    
      
        	
                7.2

              	
                Pledgor must immediately notify
      Pledgee in writing if Pledgor knows or is aware of any event stipulated in
      Article 7.1 or events that may reasonably lead to any event stipulated in Article
      7.1.

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                7.3

              	
                Unless the event of default
      stipulated in Article
      7.1 has been remedied
      to Pledgee’s sole and absolute satisfaction,
      Pledgee may (i) give a written notice of default to Pledgor and require
      Pledgor to immediately make full payment of the outstanding
      Consulting Service
      Fee under the Service
      Agreement and other payables or (ii) foreclose on the Pledge in accordance
      with Article 8 herein.

              


      

    

    


    ARTICLE VIII

    


    EXERCISE OF THE RIGHT OF THE
PLEDGE

    


    
      	
              8.1

            	
              Prior to full payment of the
      Consulting Service
      Fee under the Service Agreement, Pledgor shall not transfer or assign the
      Equity Interest without prior written approval from Pledgee.

            


    

    


    
      	
              8.2

            	
              Pledgee shall give Notice of Default to
      Pledgor when Pledgee exercises its right to foreclose
      on the Pledge.

            


    

    


    
      	
              8.3

            	
              Subject to Article 7.3 herein,
      Pledgee may exercise the right to
      foreclose on the Pledge at any time following written Notice of
      Default.

            


    

    


    
      	
              8.4

            	
              Pledgee is entitled to priority receipt
      of any payment or proceeds from the auction or sale of all or part of
      the Equity Interest
      pledged herein in accordance with applicable law until the outstanding
      Consulting Service Fee and all other payables under the Service Agreement
      are fully repaid.

            


    

    


    
      	
              8.5

            	
              Pledgor shall not hinder Pledgee from foreclosing on the Pledge in
      accordance with this
      Agreement and shall give necessary assistance so that Pledgee may effectively realize the value
      of the Pledge.

            


    

    


    ARTICLE IX

    


    TRANSFER OR
ASSIGNMENT

    


    
      	
              9.1

            	
              Pledgor shall not grant or
      transfer its rights or obligations hereunder without prior written consent from Pledgee.

            


    

    


    
      	
              9.2

            	
              This Agreement shall be binding
      upon and inure to the benefit of Pledgor and the successors of Pledgor.

            


    

    


    
      	
              9.3

            	
              Pledgee may transfer or assign all or any
      rights and obligations under the Service Agreement to any person (natural
      person or legal
      entity) at any time.  Any assignee shall enjoy and undertake the
      same rights and obligations herein of Pledgee as if the assignee is a party
      hereto.  To the extent Pledgee transfers or assigns its rights
      and obligations under the Service Agreement, at the request of
      Pledgee, Pledgor shall execute the relevant
      agreements and/or documents with respect to such transfer or
      assignment.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              9.4

            	
              Upon Pledgee’s transfer or assignment, the new
      parties to the Pledge shall re-execute a Pledge
      contract.

            


    

    


    ARTICLE X

    


    TERMINATION

    


    
      	
              10.1

            	
              This
      Agreement shall expire on the date that is twenty years following the date
      hereof, and this Agreement may be extended prior to termination upon
      written agreement executed by each
Party.

            


    

     

    ARTICLE XI

    


    FORMALITIES FEES AND OTHER EXPENSES

    


    
      	
              11.1

            	
              Pledgor shall be responsible for
      all fees and actual expenditures in relation to this Agreement, including,
      but not limited to, legal fees, costs of production, stamp tax and any
      other taxes and charges.  If Pledgee pays the relevant taxes in
      accordance with the
      laws, Pledgor shall fully reimburse Pledgee for any such taxes it
      pays.

            


    

    


    
      	
              11.2

            	
              Pledgor shall be responsible for
      all fees, including, but not limited to, any taxes, formalities fees,
      management fees, litigation fees, attorney’s fees, and various insurance premiums in connection
      with disposition of the Pledge, incurred by Pledgor as a result of the
      failure of Pledgor to pay any payable taxes, fees or charges in accordance
      with this Agreement, or as a result of the fact that Pledgee has recourse
      to any foregoing taxes, charges or
      fees by any means or for any other
  reasons.

            


    

    


    ARTICLE XII

    


    FORCE MAJEURE

    


    
      	
              12.1

            	
              If the fulfillment of this
      Agreement is delayed or blocked due to a Force Majeure Event (as defined
      below), the Party affected by such a Force Majeure Event shall be free
      from any obligation to the extent of such delay or holdback. As used
      herein, the term “Force Majeure Event” shall mean any event which is out
      of the control of either Party, and which is unavoidable or insurmountable
      even if the Party affected by such event paid reasonable attention to it.
      A Force Majeure Event shall include, but not be limited to, government
      actions, natural disaster, fire, explosion, typhoons, floods, earthquakes,
      tide, lightning or war. However, any lack of credit, assets or financing
      shall not be deemed as a Force Majeure Event. The Party claiming the
      occurrence of a Force Majeure Event shall inform the other Party and
      provide the other Party with the steps of fulfilling the obligations of
      this Agreement.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
    

    
      	
              12.2

            	
              The
      Party affected by such a
      Force Majeure Event shall be free from any obligation under this
      Agreement to the extent it
      is delayed or impeded provided that the Party affected by such
      a Force Majeure Event
      has made reasonable endeavors to perform the Agreement. Upon
      termination of the Force Majeure Event, the Parties agree to use
      reasonable best efforts to complete the transactions contemplated by this
      Agreement.

            


    

    


    ARTICLE XIII

    


    DISPUTE SETTLEMENT

    


    
      	
              13.1

            	
              This
      Agreement shall be governed by and construed in all respects in accordance
      with the laws of the PRC.

            


    

    


    
      	
              13.2

            	
              The
      Parties shall strive to settle any dispute arising from the interpretation
      or performance, or in connection with this Agreement through mutual
      agreement and negotiation.  In case no settlement can be reached
      through consultation, each Party may submit such matter to the China
      International Economic and Trade Arbitration Committee for arbitration.
      The arbitration shall be held in Beijing. The arbitration proceedings
      shall be conducted in Chinese. The arbitration award shall be final and
      binding upon the Parties.  The arbitration award may be
      submitted to any court with jurisdiction for
  enforcement.

            


    

    


    ARTICLE XIV

    


    NOTICES

    


    
      	
              14.1

            	
              Any
      notice which is given by the Parties for the purpose of performing the
      rights and obligations hereunder shall be in writing. Where such notice is
      delivered personally, the time of notice shall be the time when such
      notice actually reaches the addressee. Where such notice is transmitted by
      telex or facsimile, the notice time shall be the time when such notice is
      transmitted. If such notice does not reach the addressee on a business
      date or reaches the addressee after the business time, the date of notice
      shall be the next business day. The delivery place shall be the address
      first written above for each Party hereto or any other address provided to
      the other Parties in writing from time to time. Written method includes
      fax and telefax.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE XV

    


    APPENDIX

    


    
      
        	
                15.1

              	
                The Appendix of this Agreement as
      attached hereto is part of this Agreement.

              


      

    

    


    ARTICLE XVI

    


    EFFECTIVENESS

    


    
      	
              16.1

            	
              This Agreement and any amendments,
      supplements and modifications shall be in writing and come into effect
      upon execution by the Parties
hereto.

            


    

    


    
      	
              16.2

            	
              This Agreement is executed both in
      Chinese and English in one or more original or facsimile counterparts. The
      Chinese version will prevail in the event of any inconsistency between the
      English and any Chinese translations
  thereof.

            


    

     

    [Remainder
of Page Left Intentionally Blank – Signature Page Follows]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    [Equity
Interest Pledge Agreement – Signature Page]

     

    IN WITNESS WHEREOF, the
Parties have executed this Agreement on the date first above
written.

        

    
      
        
          
            
              	
                      Pledgee:

                    
	
                      Beijing
      Binhai Yintai Technology Co., Ltd.

                    
	
                      By:

                    	/s/
      Yang Chunbin
	
                      Name:

                    	Yang
      Chunbin
	
                      Its:

                    	Legal
      Representative


            

          

        

      

    

    


    Pledgor:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      	
                                                                                                                                                              (1)YANG
      Chunbin

                                                                                                                                                            	/s/
      Yang Chunbin
	 	 
	
                                                                                                                                                              (2)SUN
      Tongjiang

                                                                                                                                                            	/s/
      Sun Tongjiang
	 	 
	
                                                                                                                                                              (3)LIU
      Shangxue

                                                                                                                                                            	/s/
      Liu Shangxue
	 	 
	
                                                                                                                                                              (4)CUI
      Xiusheng

                                                                                                                                                            	/s/
      Cui Xiusheng  
	 	 
	
                                                                                                                                                              (5)LU
      Junyou

                                                                                                                                                            	/s/
      Lu Junyou  
	 	 
	
                                                                                                                                                              (6)WANG
      Yunyu

                                                                                                                                                            	/s/
      Wang Yunyu  
	 	 
	
                                                                                                                                                              (7)MU
      Zuolei

                                                                                                                                                            	/s/
      Mu Zuolei
	 	 
	
                                                                                                                                                              (8)MU
      Sisheng

                                                                                                                                                            	/s/
      Mu Sisheng 
	 	 
	
                                                                                                                                                              (9)HOU
      Junhua

                                                                                                                                                            	/s/ Hou
      Junhua   
	 	 
	
                                                                                                                                                              (10)CUI
      Huabei

                                                                                                                                                            	/s/ Cui Huabei  
	 	 
	
                                                                                                                                                              (11)XU
      Xiuzhi

                                                                                                                                                            	/s/
      Xu Xiuzhi  
	 	 
	
                                                                                                                                                              (12)XU
      Dayong

                                                                                                                                                            	/s/
      Xu Dayong  
	 	 
	
                                                                                                                                                              (13)WANG
      Bintang    

                                                                                                                                                            	/s/
      Wang Bintang  
	 	 
	
                                                                                                                                                              (14)LIU
      Zhixia

                                                                                                                                                            	/s/
      Liu Zhixia 



                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                           

                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                              14

                                                                                                                                              
                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                              
                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	
                    (15)CUI
      Tongjing

                  	/s/
      Cui Tongjing
	 	 
	
                    (16)XU
      Shigang

                  	/s/
      Xu Shigang  
	 	 
	
                    (17)CUI
      Tonglin

                  	/s/ Cui Tonglin  
	 	 
	
                    (18)XU
      Jieguo

                  	/s/
      Xu Jieguo  
	 	 
	
                    (19)WANG
      Chuanqiang    

                  	/s/
      Wang Chuanqiang  
	 	 
	
                    (20)SUN
      Zhipeng

                  	/s/
      Sun Zhipeng  
	 	 
	
                    (21)SHEN
      Zhaofa

                  	/s/
      Shen Zhaofa  
	 	 
	
                    (22)LU
      Junping

                  	/s/
      Lu Junping  
	 	 
	
                    (23)XU
      Jiechang

                  	/s/ Xu Jiechang  
	 	 
	
                    (24)Zhu
      Yuanhong

                  	/s/
      Zhu Yuanhong  
	 	 
	
                    (25)ZHU
      Jiuquan

                  	/s/
      Zhu Jiuquan  
	 	 
	
                    (26)LIN
      Chunhui

                  	/s/ Lin Chunhui  
	 	 
	
                    (27)CUI
      Zhuande

                  	/s/ Cui Zhuande  
	 	 
	
                    (28)WANG
      Xinhua

                  	/s/
      Wang Xinhua  
	 	 
	
                    (29)ZHU
      Linsheng

                  	/s/
      Zhu Linsheng  
	 	 
	
                    (30)  WU
      Jincai

                  	/s/
      Wu Jincai  
	 	 
	
                    (31)YANG
      Xiaoyang

                  	/s/
      Yang Xiaoyang 
	 	 
	
                    (32)YANG
      Chunxiang

                  	/s/
      Yang Chunxiang  
	 	 
	
                    (33)ZHU
      Xiaolei

                  	/s/
      Zhu Xiaolei  


          

        

      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    APPENDIX

    


    
      	
              1.

            	
              The
      register of the shareholders of Shandong Haiwang Chemical Stock Co.,
      Ltd.

            


    

    


    
      	
              2.

            	
              The
      Contribution Certificate of Shandong Haiwang Chemical Stock Co.,
      Ltd.

            


    

    


    
      	
              3.

            	
              The
      Exclusive Technical and Consulting Service Agreement by and between
      Beijing Binhai Yintai Technology Co., Ltd. and Shandong Haiwang Chemical
      Stock Co., Ltd.