China GengSheng Minerals, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





EXHIBIT 10.1





January 4, 2011 

CONFIDENTIAL

Mr. Zhang Shunqing 
Chairman and CEO 
China GengSheng
Minerals, Inc. 
No. 88 Gengsheng Road, Dayugou Town 
Gongyi, Henan 451271


  CHINA 

Dear Mr. Shunqing: 

          This
letter (the “Agreement”) constitutes the agreement between Rodman &
Renshaw, LLC (“Rodman” or the “Placement Agent”) and China
GengSheng Minerals, Inc. (the “Company”), that Rodman shall serve as the
exclusive placement agent for the Company, on a reasonable best efforts basis,
in connection with the proposed placement (the “Placement”) of registered
securities (the “Securities”) of the Company, consisting of shares (the
“Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), and warrants to purchase shares of Common Stock (the
“Warrants”). The terms of such Placement and the Securities shall be
mutually agreed upon by the Company and the purchasers (each, a
“Purchaser” and collectively, the “Purchasers”) and nothing herein
constitutes that Rodman would have the power or authority to bind the Company or
any Purchaser or an obligation for the Company to issue any Securities or
complete the Placement. This Agreement and the documents executed and delivered
by the Company and the Purchasers in connection with the Placement shall be
collectively referred to herein as the “Transaction Documents.” The date
of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that the execution of
this Agreement does not constitute a commitment by Rodman to purchase the
Securities and does not ensure the successful placement of the Securities or any
portion thereof or the success of Rodman with respect to securing any other
financing on behalf of the Company.

SECTION 1. COMPENSATION AND OTHER FEES. 

          As
compensation for the services provided by Rodman hereunder, the Company agrees
to pay to Rodman: 

          (A)      A
cash fee payable immediately upon the closing of the Placement and equal to 5.5%
of the aggregate gross proceeds raised in the Placement. 




          (B)      The
Company also agrees to reimburse Rodman’s expenses (with supporting
invoices/receipts) up to a maximum of 1% of the aggregate gross proceeds raised
in the placement, but in no event more than $25,000 provided, however, that such
expense cap in no way limits or impairs the indemnification and contribution
provisions of this Agreement. Such reimbursement shall be payable immediately
upon (but only in the event of) the closing of the Placement. 

SECTION 2. REGISTRATION STATEMENT. 

The Company represents and warrants to, and agrees with, the
Placement Agent that, and, for purposes of Section 2(E) hereof, Rodman
represents and warrants to, and agrees with, the Company, that: 

          (A)     
The Company has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (Registration File No.
333-165486) under the Securities Act of 1933, as amended (the “Securities
Act”), which became effective on April 28, 2010, for the registration under
the Securities Act of the Securities. At the time of such filing, the Company
met the requirements of Form S-3 under the Securities Act. Such registration
statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies with said Rule. The Company will file with the
Commission pursuant to Rule 424(b) under the Securities Act, and the rules and
regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a supplement to the form of prospectus included in such registration
statement relating to the placement of the Securities and the plan of
distribution thereof and has advised the Placement Agent of all further
information (financial and other) with respect to the Company required to be set
forth therein. Such registration statement, including the exhibits thereto, as
amended at the date of this Agreement, is hereinafter called the
“Registration Statement”; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the “Base
Prospectus”; and the supplemented form of prospectus, in the form in which
it will be filed with the Commission pursuant to Rule 424(b) (including the Base
Prospectus as so supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated
Documents”) pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before
the date of this Agreement, or the issue date of the Base Prospectus or the
Prospectus Supplement, as the case may be; and any reference in this Agreement
to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration
Statement, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is or is deemed to
be incorporated by reference in the Registration Statement, the Base Prospectus
or the Prospectus Supplement, as the case may be. No stop order suspending the
effectiveness of the Registration Statement or the use of the Base Prospectus or
the Prospectus Supplement has been issued, and no proceeding for any such
purpose is pending or has been initiated or, to the Company's knowledge, is
threatened by the Commission. For purposes of this Agreement, “free writing
prospectus” has the meaning set forth in Rule 405 under the Securities Act
and the “Time of Sale Prospectus” means the preliminary prospectus, if
any, together with the free writing prospectuses, if any, used
in connection with the Placement, including any documents incorporated by
reference therein. 




          (B)      The
Registration Statement (and any further documents to be filed with the
Commission) contains all exhibits and schedules as required by the Securities
Act. Each of the Registration Statement and any post-effective amendment
thereto, at the time it became effective, complied in all material respects with
the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the
Prospectus Supplement, each as of its respective date, comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules
and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if
any, and the Prospectus Supplement, as amended or supplemented, did not and will
not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Notwithstanding the foregoing, the Company makes no representation or warranty
as to information contained in or omitted from the Registration Statement, the
Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus
Supplement, including any amendments or supplements thereto, in reliance upon,
and in conformity with, written information furnished to the Company by or on
behalf of Rodman expressly for use in the preparation thereof. The Incorporated
Documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the applicable Rules and
Regulations, and none of such documents, when they were filed with the
Commission, when read together with the other information in the Registration
Statement, contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or
Prospectus Supplement), in light of the circumstances under which they were made
not misleading; and any further documents so filed and incorporated by reference
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, as applicable, and, when read together with the other
information in the Registration Statement, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement
reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set
forth therein is required to be filed with the Commission. There are no
documents required to be filed with the Commission in connection with the
transaction contemplated hereby that (x) have not been filed as required
pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, or to be filed as exhibits or schedules to the Registration
Statement, that have not been described or filed as required.

          (C)     
The Company is eligible to use free writing prospectuses in connection with the
Placement pursuant to Rules 164 and 433 under the Securities Act. Any free
writing prospectus that the Company is required to file pursuant to Rule 433(d)
under the Securities Act has been, or will be, filed with the Commission in
accordance with the requirements of the Securities Act and the applicable rules
and regulations of the Commission thereunder. Each free writing prospectus that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or that was prepared by or behalf of or used by the Company
complies or will comply in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the Commission
thereunder. The Company will not, without the prior consent of the Placement
Agent, prepare, use or refer to, any free writing prospectus. 




          (D)      The
Company has delivered, or will as promptly as practicable deliver, to the
Placement Agent complete conformed copies of the Registration Statement and of
each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits), the Base
Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement,
as amended or supplemented, in such quantities and at such places as the
Placement Agent reasonably requests. Neither the Company nor any of its
directors and officers has distributed and none of them will distribute, prior
to the Closing Date, any offering material in connection with the offering and
sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus,
if any, the Prospectus Supplement, the Registration Statement, copies of the
documents incorporated by reference therein and any other materials permitted by
the Securities Act. 

          (E)     
Rodman shall not, without the prior written consent of the Company, disseminate,
publish, distribute or otherwise use in connection with the Placement any
material that may constitute a free writing prospectus under the applicable
rules of the Commission or require the Company to make any filing of such
material under applicable rules of the Commission (including Rule 433 under the
Securities Act). 

SECTION 3. REPRESENTATIONS AND WARRANTIES. Except
as set forth in the SEC Reports (as defined in Section 3(G) hereof), the Base
Prospectus and the Prospectus Supplement, all of which documents are hereby
incorporated herein and deemed to be a part hereof and shall qualify any
applicable representation and/or warranty made herein, the Company hereby makes
the representations and warranties set forth below to the Placement Agent. 

          (A)     
Organization and Qualification. All of the direct and indirect
subsidiaries (individually, a “Subsidiary”) of the Company are set forth
in the SEC Reports. Except as set forth in the SEC Reports, the Company owns,
directly or indirectly, all of the capital stock or other equity interests of
each Subsidiary free and clear of any “Liens” (which for purposes of this
Agreement shall mean a lien, charge, security interest, encumbrance, right of
first refusal, preemptive right or other restriction), and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities. The Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization (as applicable), with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in violation or default of
any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not have or would not reasonably be expected
to result in (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on
the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a
material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of
(i), (ii) or (iii), a “Material Adverse Effect”) and no “Proceeding” (which for
purposes of this Agreement shall mean any action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened) has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification. 




          (B)     
  Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, its board
of directors or its stockholders in connection therewith other than in
connection with the “Required Approvals” (as defined in subsection 3(D)
below). Each Transaction Document has been (or upon delivery will have been)
duly executed by the Company and, when delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies. 

          (C)      No
Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company, the issuance and sale of the Securities and the
consummation by the Company of the other transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of
the properties or assets of the Company or any Subsidiary, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as would not have or would not reasonably be expected to result in a Material
Adverse Effect. 

          (D)     
Filings, Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other “Person” (defined as an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind, including, without
limitation, any Trading Market) in connection with the execution, delivery and
performance by the Company of the Transaction Documents, other than such filings
as may be required to be made under applicable Federal and state securities laws
(including applicable filing of the Prospectus Supplement), rules and
regulations promulgated by the Company’s Trading Market (including without
limitation application for listing of the Shares and Warrant Shares on the Trading Market for trading thereon in the
time and manner required thereby) and rules and regulations promulgated by FINRA
(collectively, the “Required Approvals”). 




          (E)     
  Issuance of the Securities; Registration. The Securities are duly
authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents. The Company
has reserved from its duly authorized capital stock the maximum number of shares
of Common Stock issuable pursuant to the Transaction Documents. The issuance by
the Company of the Securities has been registered under the Securities Act and
all of the Securities are freely transferable and tradable by the Purchasers
without restriction (other than any restrictions arising solely from an act or
omission of a Purchaser). The Securities are being issued pursuant to the
Registration Statement pursuant to which the issuance of the Securities has been
registered by the Company under the Securities Act. The Registration Statement
is effective and available for the issuance of the Securities thereunder and the
Company has not received any notice that the Commission has issued or intends to
issue a stop-order with respect to the Registration Statement or that the
Commission otherwise has suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, or intends or has
threatened in writing to do so. The "Plan of Distribution" section under the
Registration Statement permits the issuance and sale of the Securities
hereunder. Upon receipt of the Securities, the Purchasers will have good and
marketable title to such Securities and the Securities will be freely tradable
on the NYSE Amex stock exchange (the “Trading Market”).

          (F)     
Capitalization. The capitalization of the Company is as set forth in the
SEC Reports and the Registration Statement. The Company has not issued any
capital stock since its most recently filed periodic report under the Exchange
Act, other than pursuant to the exercise of employee stock options under the
Company’s stock option plans, the issuance of shares of Common Stock to
employees pursuant to the Company’s employee stock purchase plan and pursuant to
the conversion or exercise of securities exercisable, exchangeable or
convertible into Common Stock (“Common Stock Equivalents”). No Person has
any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction
Documents. Except as disclosed in the SEC Reports and as a result of the
purchase and sale of the Securities, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock or Common Stock
Equivalents. The issuance and sale of the Securities will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other
than the Purchasers) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities. All of the outstanding shares of capital stock of the Company
are validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Securities. There are no stockholders agreements,
voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders. 




          (G)      SEC
Reports; Financial Statements. The Company has complied in all material
respects with requirements to file all reports, schedules, forms, statements and
other documents required to be filed by it under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was
required by law to file such material) (the foregoing materials, including the
exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”) on a timely basis
or has received a valid extension of such time of filing and has filed any such
SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with
respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments. 

          (H)      Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of
the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in the SEC Reports, (i) there has been no event,
occurrence or development that has had or that would reasonably be expected to
result in a Material Adverse Effect, (ii) the Company has not incurred any
material liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (iii) the Company has not altered in any material
respect its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to
any officer, director or “Affiliate” (defined as any Person that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 144 under the Securities Act), except pursuant to
existing Company stock option plans. The Company does not have pending before
the Commission any request for confidential treatment of information. Except for
the issuance of the Securities contemplated by this Agreement, no event,
liability or development has occurred or exists with respect to the Company or
its Subsidiaries or their respective business, properties, operations or
financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made that has not
been publicly disclosed one trading day prior to the date that this
representation is made. 

          (I)      Litigation.
There is no action, suit, inquiry, notice of violation, Proceeding or
investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively,
an “Action”) which (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the
Securities or (ii) would, if there were an unfavorable decision, have or
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any Subsidiary, nor any director or officer thereof, is or has been
the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty. There
has not been, and to the knowledge of the Company, there is not pending or
contemplated, any investigation by the Commission involving the Company or any
current or former director or officer of the Company. The Commission has not
issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the
Company, and neither the Company nor any of its Subsidiaries is a party to a
collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. No executive officer, to
the knowledge of the Company, is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or
proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer does not subject the Company or any of its
Subsidiaries to any liability with respect to any of the foregoing matters. The
Company and its Subsidiaries are in compliance with all U.S. federal, state,
local and foreign laws and regulations relating to employment and employment
practices, terms and conditions of employment and wages and hours, except where
the failure to be in compliance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. 




          (J)     
  Labor Relations. No material labor dispute exists or, to the knowledge of
the Company, is imminent with respect to any of the employees of the Company
which would reasonably be expected to result in a Material Adverse Effect. 

          (K)      Compliance.
Neither the Company nor any Subsidiary (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, or (iii) is or has been in violation of
any statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its business
and all such laws that affect the environment, except in each case as would not
reasonably be expected to have a Material Adverse Effect. 

          (L)     
Regulatory Permits. The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses as described in the SEC Reports, except where the failure
to possess such permits would not have or would not reasonably be expected to
result in a Material Adverse Effect (“Material Permits”), and neither the
Company nor any Subsidiary has received any notice of Proceedings relating to
the revocation or modification of any Material Permit. 

          (M)     
Title to Assets. The Company and the Subsidiaries have title in, valid
land use rights granted by the Peoples Republic of China, or leaseholds or other
enforceable rights to use, all real property used in the business of the Company
or its Subsidiaries, and good title in all personal property owned by them, in
each case that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for Liens as do not materially
affect the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company and the
Subsidiaries and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties. 




          (N)      Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to
use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and
other similar intellectual property rights necessary or material for use in
connection with their respective businesses as described in the SEC Reports and
which the failure to so have would reasonably be expected to have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”).
Neither the Company nor any Subsidiary has received notice (written or
otherwise) that the Intellectual Property Rights used by the Company or any
Subsidiary violates or infringes upon the rights of any third party. To the
knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the
Intellectual Property Rights of others. The Company and its Subsidiaries have
taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. 

          (O)      Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged. Neither the Company nor any Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business without a significant increase in cost. 

          (P)      Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none
of the officers or directors of the Company and, to the knowledge of the
Company, none of its employees are presently a party to any transaction with the
Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000,
other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement of expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan
of the Company. 

          (Q)     
Sarbanes-Oxley. The Company is in material compliance with all provisions
of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the date
hereof and of the closing date of the Placement.

          (R)     
Certain Fees. Except as otherwise provided in this Agreement, no
brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by or on
behalf of other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by the Transaction
Documents. 




          (S)      Trading
Market Rules. Subject to satisfaction of the Required Approvals, the
issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Trading Market. 

          (T)      Investment
Company. The Company is not, and is not an Affiliate of, and immediately
after receipt of payment for the Securities, will not be or be an Affiliate of,
an “investment company” within the meaning of the Investment Company Act of
1940, as amended. The Company shall conduct its business in a manner so that it
will not become subject to the Investment Company Act. 

          (U)     
Registration Rights. No Person has any right to cause the Company to
effect the registration under the Securities Act of any securities of the
Company. 

          (V)     
Listing and Maintenance Requirements. The Company’s Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the
Exchange Act nor has the Company received any notification that the Commission
is contemplating terminating such registration. The Company has not, in the 12
months preceding the date hereof, received notice from any Trading Market on
which the Common Stock is or has been listed or quoted to the effect that the
Company is not in compliance with the listing or maintenance requirements of
such Trading Market. Subject to satisfaction of the Required Approvals, the
Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance
requirements. 

          (W)     
Application of Takeover Protections. The Company and its Board of
Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s Certificate of Incorporation (or
similar charter documents) or the laws of its state of incorporation that is or
could become applicable to the Purchasers as a result of the Purchasers and the
Company fulfilling their obligations or exercising their rights under the
Transaction Documents, including without limitation as a result of the Company’s
issuance of the Securities and the Purchasers’ ownership of the Securities. 

         (X)     
Solvency. Based on the financial condition of the Company as of the
Closing Date after giving effect to the receipt by the Company of the proceeds
from the sale of the Securities hereunder, (i) the fair saleable value of the
Company’s assets exceeds the amount that will be required to be paid on or in
respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature; (ii) the Company’s assets do not
constitute unreasonably small capital to carry on its business for the current
fiscal year as now conducted and as proposed to be conducted including its
capital needs taking into account the particular capital requirements of the
business conducted by the Company, and projected capital requirements and
capital availability thereof; and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be sufficient to pay all amounts on or in respect of its debt when such amounts
are required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and
amounts of cash to be payable on or in respect of its debt and anticipated
future financings). The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year
from the Closing Date. The SEC Reports set forth as of the dates thereof all
outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” shall mean (a) any liabilities for borrowed money or
amounts owed in excess of $250,000 (other than trade accounts payable incurred
in the ordinary course of business), (b) all guaranties, endorsements and other
contingent obligations in respect of Indebtedness of others, whether or not the
same are or should be reflected in the Company’s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business; and
(c) the present value of any lease payments in excess of $250,000 due under
leases required to be capitalized in accordance with GAAP. Neither the Company
nor any Subsidiary is in default with respect to any Indebtedness. 




          
(Y)      Tax Status. Except for matters
that would not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect, the Company and each Subsidiary has
filed all necessary federal, state and foreign income and franchise tax returns
and has paid or accrued all taxes shown as due thereon, and the Company has no
knowledge of a tax deficiency which has been asserted or threatened against the
Company or any Subsidiary. 

          (Z)     
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of
the Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended. 

          (AA)   
Accountants. The Company’s accountants are named in the Prospectus
Supplement. To the knowledge of the Company, such accountants, who the Company
expects will express their opinion with respect to the financial statements to
be included in the Company’s next Annual Report on Form 10-K, are a registered
public accounting firm as required by the Securities Act. 

          (BB)   
Regulation M Compliance. The Company has not, and to its knowledge no one
acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or, paid any compensation for
soliciting purchases of, any of the Securities (other than for the Placement
Agent’s placement of the Securities), or (iii) paid or agreed to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company. 

          (CC)   
Approvals. The issuance and listing on the Trading Market of the Shares
requires no further approvals, including but not limited to, the approval of
shareholders. 

          (DD)   
FINRA Affiliations. There are no affiliations with any Financial Industry
Regulatory Authority (“FINRA”) member firm among the Company’s officers,
directors or, to the knowledge of the Company, any five percent (5%) or greater
stockholder of the Company, except as set forth in the Base Prospectus. 

SECTION 4. ENGAGEMENT TERM. Rodman's engagement
hereunder will be for the period of fifteen (15) calendar days. The engagement
may be terminated by either the Company or Rodman at any time upon five (5)
calendar days' written notice. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement
concerning confidentiality, indemnification and contribution will survive any
expiration or termination of this Agreement. Upon any termination of this
Agreement, the Company's obligation to pay Rodman any fees actually earned on
closing of the Placement and otherwise payable under Section 1(A), shall survive
any expiration or termination of this Agreement, as permitted by FINRA Rule
5110(f)(2)(d). Upon any termination of this Agreement, the Company's obligation
to reimburse Rodman for out of pocket accountable expenses actually incurred by
Rodman and reimbursable upon closing of the Placement pursuant to Section 1(B),
if any are otherwise due under Section 1(B) hereof, will survive any expiration
or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d).




SECTION 5. RODMAN INFORMATION. The Company agrees
that any information or advice rendered by Rodman in connection with this
engagement is for the confidential use of the Company only in their evaluation
of the Placement and, except as otherwise required by law, the Company will not
disclose or otherwise refer to the advice or information in any manner without
Rodman’s prior written consent. 

SECTION 6. NO FIDUCIARY RELATIONSHIP. This
Agreement does not create, and shall not be construed as creating rights
enforceable by any person or entity not a party hereto, except those entitled
hereto by virtue of the indemnification provisions hereof. The Company
acknowledges and agrees that Rodman is not and shall not be construed as a
fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person by virtue of this
Agreement or the retention of Rodman hereunder, all of which are hereby
expressly waived.

SECTION 7. CLOSING. The obligations of the
Placement Agent and the Purchasers, and the closing of the sale of the
Securities hereunder are subject to the accuracy, when made and on the Closing
Date, of the representations and warranties on the part of the Company and its
Subsidiaries contained herein, to the accuracy of the statements of the Company
and its Subsidiaries made in any certificates pursuant to the provisions hereof,
to the performance by the Company and its Subsidiaries of their obligations
hereunder, and to each of the following additional terms and conditions: 

          (A)      No
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no Proceedings for that purpose shall have been initiated or
threatened by the Commission, and any request for additional information on the
part of the Commission (to be included in the Registration Statement, the Base
Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent.

          (B)      The
Placement Agent shall not have discovered and disclosed to the Company on or
prior to the Closing Date that the Registration Statement, the Base Prospectus
or the Prospectus Supplement or any amendment or supplement thereto contains an
untrue statement of a fact which, in the reasonable opinion of counsel for the
Placement Agent, is material or omits to state any fact which, in the reasonable
opinion of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading. 

          (C)     
All corporate proceedings and other legal matters incident to the authorization,
form, execution, delivery and validity of each of this Agreement, the
Securities, the Registration Statement, the Base Prospectus and the Prospectus
Supplement and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the
Company shall have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such matters. 




          (D)      The
Placement Agent shall have received from outside counsel to the Company such
counsel’s written opinion, addressed to the Placement Agent and the Purchasers
dated as of the Closing Date, in form and substance reasonably satisfactory to
the Placement Agent. 

          (E)     
Neither the Company nor any of its Subsidiaries shall have sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Base Prospectus, any loss or interference with its business
from fire, explosion, flood, terrorist act or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth in or contemplated by the Base
Prospectus and (ii) since such date there shall not have been any change in the
capital stock or long-term debt of the Company or any of its Subsidiaries or any
change, or any development involving a prospective change, in or affecting the
business, general affairs, management, financial position, stockholders’ equity,
results of operations or prospects (financial or otherwise) of the Company and
its Subsidiaries, otherwise than as set forth in or contemplated by the Base
Prospectus, the effect of which, in any such case described in clause (i) or
(ii), is, in the judgment of the Placement Agent, so material and adverse as to
make it impracticable or inadvisable to proceed with the sale or delivery of the
Securities on the terms and in the manner contemplated by the Base Prospectus,
the Time of Sale Prospectus, if any, and the Prospectus Supplement. 

          (F)     
The Common Stock is registered under the Exchange Act and, as of the Closing
Date, the Shares shall be listed and admitted and authorized for trading on the
Trading Market, and satisfactory evidence of such actions shall have been
provided to the Placement Agent. The Company shall have taken no action designed
to, or likely to have the effect of terminating the registration of the Common
Stock under the Exchange Act or delisting or suspending from trading the Common
Stock from the Trading Market, nor has the Company received any information
suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing. 

          (G)      Subsequent
to the execution and delivery of this Agreement, there shall not have occurred
any of the following: (i) trading in securities generally on the New York Stock
Exchange, the Nasdaq National Market or the NYSE Alternext US or in the
over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
or maximum prices or maximum ranges for prices shall have been established on
any such exchange or such market by the Commission, by such exchange or by any
other regulatory body or governmental authority having jurisdiction, (ii) a
banking moratorium shall have been declared by federal or state authorities or a
material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, (iii) the United States shall have
become engaged in hostilities in which it is not currently engaged, the subject
of an act of terrorism, there shall have been an escalation in hostilities
involving the United States, or there shall have been a declaration of a
national emergency or war by the United States which in any case in the
reasonable judgment of the Placement Agent, makes it inadvisable or
impracticable to market the Securities or to enforce a contractual obligation to
purchase the Securities, or (iv) there shall have occurred any other calamity or
crisis or any change in general economic, political or financial conditions in
the United States or elsewhere, if the effect of any such event in clause (iii)
or (iv) makes it, in the reasonable judgment of the Placement Agent,
impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the
manner contemplated by the Base Prospectus and the Prospectus Supplement. 




          (H)      No
action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any governmental agency or body which
would, as of the Closing Date, prevent the issuance or sale of the Securities or
materially and adversely affect or potentially and materially adversely affect
the business or operations of the Company; and no injunction, restraining order
or order of any other nature by any federal or state court of competent
jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance or sale of the Securities or materially and adversely affect or
potentially and materially adversely affect the business or operations of the
Company. 

          (I)     
The Company shall have prepared and filed with the Commission a Current Report
on Form 8-K with respect to the Placement, including as an exhibit thereto this
Agreement. 

          (J)      The
Company shall have entered into the Securities Purchase Agreement with each of
the Purchasers and such agreement shall be in full force and effect and shall
contain representations and warranties of the Company as agreed between the
Company and the Purchasers. 

          (K)      FINRA
shall have raised no objection to the fairness and reasonableness of the terms
and arrangements of this Agreement. In addition, the Company shall, if requested
by the Placement Agent, make or authorize Placement Agent’s counsel to make on
the Company’s behalf, an Issuer Filing with FINRA pursuant to FINRA Rule 5110
with respect to the Registration Statement and pay all filing fees required in
connection therewith.

          (L)      Prior
to the Closing Date, the Company shall have furnished to the Placement Agent
such further information, certificates and documents as the Placement Agent may
reasonably request. 

          All
opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Placement Agent. 

SECTION 8. INDEMNIFICATION. (A) To the extent
permitted by law, the Company will indemnify Rodman and its affiliates,
stockholders, directors, officers, members, employees and controlling persons
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) against all losses, claims, damages, expenses and liabilities, as
the same are incurred (including the reasonable fees and expenses of counsel),
relating to or arising out of its activities hereunder or pursuant to this
engagement letter, except to the extent that any losses, claims, damages,
expenses or liabilities (or actions in respect thereof) are found in a final
judgment (not subject to appeal) by a court of law to have resulted primarily
and directly from Rodman’s willful misconduct or gross negligence in performing
the services described herein. 

          (B)      Promptly
after receipt by Rodman of notice of any claim or the commencement of any action
or proceeding with respect to which Rodman is entitled to indemnity hereunder,
Rodman will notify the Company in writing of such claim or of the commencement
of such action or proceeding, but failure to so notify the Company shall not
relieve the Company from any obligation it may have hereunder, except and only
to the extent such failure results in the forfeiture by the Company of
substantial rights and defenses. If the Company so elects or is requested by Rodman, the Company will assume the defense of
such action or proceeding and will employ counsel reasonably satisfactory to
Rodman and will pay the fees and expenses of such counsel. Notwithstanding the
preceding sentence, Rodman will be entitled to employ counsel separate from
counsel for the Company and from any other party in such action if counsel for
Rodman reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the
Company and Rodman. In such event, the reasonable fees and disbursements of no
more than one such separate counsel will be paid by the Company, in addition to
local counsel. The Company will have the exclusive right to settle the claim or
proceeding provided that the Company will not settle any such claim, action or
proceeding without the prior written consent of Rodman, which will not be
unreasonably withheld. 




          (C)      The
Company agrees to notify Rodman promptly of the assertion against it or any
other person of any claim or the commencement of any action or proceeding
relating to a transaction contemplated by this engagement letter. 

          (D)      If
for any reason the foregoing indemnity is unavailable to Rodman or insufficient
to hold Rodman harmless, then the Company shall contribute to the amount paid or
payable by Rodman as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company on the one hand and Rodman on the other, but also the
relative fault of the Company on the one hand and Rodman on the other that
resulted in such losses, claims, damages or liabilities, as well as any relevant
equitable considerations. The amounts paid or payable by a party in respect of
losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees and expenses incurred in defending any
litigation, proceeding or other action or claim. Notwithstanding the provisions
hereof, Rodman’s share of the liability hereunder shall not be in excess of the
amount of fees actually received, or to be received, by Rodman under this
engagement letter (excluding any amounts received as reimbursement of expenses
incurred by Rodman). 

          (E)      These
indemnification provisions shall remain in full force and effect whether or not
the transaction contemplated by this engagement letter is completed and shall
survive the termination of this engagement letter, and shall be in addition to
any liability that the Company might otherwise have to any indemnified party
under this engagement letter or otherwise. 

SECTION 9. GOVERNING LAW. This Agreement will be
governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. This
Agreement may not be assigned by either party without the prior written consent
of the other party. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted
assigns. Any right to trial by jury with respect to any dispute arising under
this Agreement or any transaction or conduct in connection herewith is waived.
Any dispute arising under this Agreement may be brought into the courts of the
State of New York or into the Federal Court located in New York, New York and,
by execution and delivery of this Agreement, the Company hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by delivering a copy thereof via overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding. 




SECTION 10. ENTIRE AGREEMENT/MISC. This Agreement
embodies the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to the subject
matter hereof. If any provision of this Agreement is determined to be invalid or
unenforceable in any respect, such determination will not affect such provision
in any other respect or any other provision of this Agreement, which will remain
in full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both Rodman and
the Company. The representations, warranties, agreements and covenants contained
herein shall survive the closing of the Placement and delivery and/or exercise
of the Securities, as applicable. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or a .pdf format file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile
or .pdf signature page were an original thereof.




SECTION 11. NOTICES. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of
(a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified on the signature pages attached
hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number on the signature pages attached
hereto on a day that is not a business day or later than 6:30 p.m. (New York
City time) on any business day, (c) the business day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as set forth on the
signature pages hereto. 

          Please
confirm that the foregoing correctly sets forth our agreement by signing and
returning to Rodman a copy of this Agreement. 

Very truly yours, 

RODMAN & RENSHAW, LLC 

By:
   /signed/                                         
       Name:
David J. Horin 
       Title: CFO 

Address for notice: 
1251
Avenue of the Americas,
20th Floor 
New York, NY, 10020 
Fax: (646)
841-1640 

  Attention: General Counsel 

Accepted and Agreed to as of 

  the date first written above: 

CHINA GENGSHENG MINERALS, INC. 

By:
   /signed/                                         
      
Name: Shunqing Zhang 
       Title:
CEO & President 

Address for notice: 
Troutman Sanders LLP 
405
Lexington Avenue 
8th Floor 
New York, New York, 10174 
Fax:
212-704-5939 

  Attention: Howard Jiang