SHARE
      AND WARRANT CANCELLATION AGREEMENT

     

    THIS
      SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”)
      is
      made and entered into as of this 17th
      day of
      October 2008 by and between SRKP 17, Inc., a Delaware corporation (“SRKP
      17”)
      and
      the stockholders of SRKP 17, as set forth on Schedule
      I
      attached
      hereto (such stockholders collectively referred to herein as the “Stockholders”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to them in the Exchange Agreement (as hereinafter
      defined).

     

    RECITALS

     

    WHEREAS,
      SRKP 17, Podium Technology Limited, a company organized under the laws of the
      British Virgin Islands (“Podium”),
      and
      the sole shareholder and the warrantholders of Podium entered into a Share
      and
      Warrant Exchange Agreement, dated as of September 22, 2008 (the “Exchange
      Agreement”),
      a
      copy of which is attached hereto as Exhibit
      A;

    


    WHEREAS,
      after the Exchange, SRKP 17 agreed to offer Mr. Zhao Zifeng a thirty (30) day
      right to purchase up to 6,500,000 shares of our common stock at a per share
      purchase price of $0.415 (the “Purchase Right”);

    


    WHEREAS,
      SRKP 17 agreed to enter into an agreement with the Stockholders to cancel
      0.91867 shares of common stock and warrants to purchase 0.98943 shares of common
      stock held by each of them for one (1) share of common stock purchased by Mr.
      Zhao pursuant to the Purchase Right;

    


    WHEREAS,
      assuming the exercise in full of the Purchase Right, the Stockholders shall
      cancel (i) an aggregate of 5,971,390 shares of SRKP 17 common stock held by
      such
      Stockholders (the “Shares”),
      as
      such Shares are more particularly set forth on Schedule
      I
      attached
      hereto, and (ii) an aggregate of 6,431,299 warrants to purchase shares of SRKP
      17 common stock held by such Stockholders (the “Warrants”),
      as
      such Warrants are more particularly set forth on Schedule
      II
      attached
      hereto; and

    


    WHEREAS,
      the Stockholders acknowledge that they would benefit from the completion of
      the
      transactions contemplated by the Exchange Agreement.

    


    NOW,
      THEREFORE, for and in consideration of the execution and delivery of the
      Exchange Agreement, and the payment of good and valuable consideration pursuant
      to the Exchange Agreement, the receipt and sufficiency of which is hereby
      acknowledged, SRKP 17 and the Stockholders, each intending to be legally bound
      by this Agreement, hereby agree as follows:

    


    AGREEMENT

    


    1.
      DUTIES

     

    1.1
      Rights
      and Obligations of the Parties.
      The
      parties shall be entitled to such rights and shall perform such duties as set
      forth herein. In the event that the terms of this Agreement conflict in any
      way
      with the provisions of the Exchange Agreement, the Exchange Agreement shall
      control.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    1.2
      Cancellation
      of Shares and Warrants.
      Upon
      the exercise of the Purchase Right, for each one (1) share of common stock
      purchased by Mr. Zhao, 0.91867 of the Shares and 0.98943 of the Warrants shall
      be deemed automatically cancelled on a pro rata basis with respect to the Shares
      and Warrants held by each Stockholder. The Stockholders agree to execute any
      and
      all documents, including, but not limited to, stock powers for the stock
      certificates representing the Shares, as SRKP 17 reasonably determines necessary
      to effect the cancellation of the Shares and the Warrants pursuant to the terms
      of this Agreement. 

     

    2.
      DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

     

    2.1
      Cash
      Dividends; Voting Rights.
      Prior
      to the exercise of the Purchase Right, the Stockholders shall have rights to
      cash or stock dividends with respect to the Shares and the Warrants, if any,
      and
      have rights to vote their respective Shares, if any such matter requiring
      stockholder approval shall arise.

    


    2.2
      Stock
      Splits; Stock Dividends.
      In the
      event of any stock split or other similar transaction with respect to SRKP
      17
      common stock that becomes effective prior to the exercise of the Purchase Right,
      the additional shares or warrants issued with respect to the Shares or the
      Warrants shall be similarly cancelled.

     

    3.
      MISCELLANEOUS

     

    3.1
      Transferability.
      None of
      the rights and obligations of the Stockholders hereunder shall be
      transferable.

     

    3.2
      Notices.
      Any
      notices or other communications required or permitted under this Agreement
      shall
      be in writing and shall be sufficiently given if sent by (i) registered or
      certified mail, postage prepaid, addressed as follows, (ii) facsimile to the
      facsimile numbers identified below or (iii) overnight courier (such as UPS
      or
      FedEx), addressed as follows:

     

    If
      to
      SRKP 17:

     

    SRKP
      17,
      Inc.

    4737
      North Ocean Drive, Suite 207

    Lauderdale
      by the Sea, FL 33308

    Attention:
      Richard Rappaport

    Telecopy
      No.: (310) 843-9304

    


    If
      to the
      Stockholders:

    


    to
      the
      address set forth next to the name of each of the Stockholders in Schedule
      I.

    


    or
      such
      other person or address as shall be furnished in writing by any of the parties
      and any such notice or communication shall be deemed to have been given as
      of
      the date so mailed.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.3
      Construction.
      The
      validity, enforcement and construction of this Agreement shall be governed
      by
      the laws of the State of Delaware, regardless of the laws that might otherwise
      govern under applicable principles of conflicts of laws thereof.

     

    3.4
      Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, legatees, assigns and transferees, as the case
      may
      be. 

     

    3.5
      Severability.
      If any
      provision or section of this Agreement is determined to be void or otherwise
      unenforceable, it shall not affect the validity or enforceability of any other
      provisions of this Agreement which shall remain enforceable in accordance with
      their terms.

     

    3.6
      Interpretation.
      The
      headings and subheadings contained in this Agreement are for reference only
      and
      for the benefit of the parties and shall not be considered in the interpretation
      or construction of this Agreement. This Agreement shall be construed and
      interpreted without regard to any rule or presumption requiring that it be
      construed or interpreted against the party causing it to be
      drafted.

     

    3.7
      Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts (including facsimile
      counterparts), each of which shall be deemed to be an original, but all of
      which
      together shall constitute one and the same instrument.

     

    3.8
      Amendments.
      This
      Agreement may be amended from time to time but only by written agreement signed
      by all of the parties hereto.

     

    3.9
      Entire
      Agreement. This
      Agreement constitutes the entire understanding and agreement of the parties
      relating to the subject matter hereof and supersedes any and all prior
      understandings, agreements, negotiations and discussions, both written and
      oral,
      between the parties hereto with respect to the subject matter
      hereof.

     

    [Signatures
      appear on following page]


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Share and Warrant Cancellation
      Agreement as of the day and year first above written.

     

    
      	
              SRKP
                17, INC.

            	 	
              STOCKHOLDERS

            
	 	 	 	 
	
              By:

            	
              /s/
                Richard Rappaport

            	 	
              /s/
                Debbie Schwartzberg

            
	
              Name:

            	
              Richard
                Rappaport

            	 	
              Debbie
                Schwartzberg

            
	
              Title:

            	
              President

            	 	 
	 	 	 	 
	 	 	 	
              /s/
                Thomas Poletti

            
	 	 	 	
              Thomas
                Poletti

            
	 	 	 	 
	 	 	 	
              /s/
                Richard Rappaport

            
	 	 	 	
              WestPark
                Financial Services, LLC

            
	 	 	 	
              By:
                Richard Rappaport

            
	 	 	 	
              Its:
                President

            
	 	 	 	 
	 	 	 	
              /s/
                Richard Rappaport

            
	 	 	 	
              Richard
                Rappaport

            
	 	 	 	 
	 	 	 	
              /s/
                Anthony Pintsopoulos

            
	 	 	 	
              Anthony
                Pintsopoulos

            
	 	 	 	 
	 	 	 	
              /s/
                Richard Rappaport

            
	 	 	 	
              Amanda
                Rappaport Trust

            
	 	 	 	
              By:
                Richard Rappaport

            
	 	 	 	
              Its:
                Trustee

            
	 	 	 	 
	 	 	 	
              /s/
                Richard Rappaport

            
	 	 	 	
              Kailey
                Rappaport Trust

            
	 	 	 	
              By:
                Richard Rappaport

            
	 	 	 	
              Its:
                Trustee

            
	 	 	 	 
	 	 	 	
              /s/
                Kevin DePrimio

            
	 	 	 	
              Kevin
                DePrimio

            
	 	 	 	 
	 	 	 	
              /s/
                Jason Stern

            
	 	 	 	
              Jason
                Stern

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	 	 	
              /s/
                Debbie Schwartzberg

            
	 	 	 	
              The
                Julie Schwartzberg Trust dated 2/9/2000

            
	 	 	 	
              By:
                Debbie Schwartzberg

            
	 	 	 	
              Its:
                Trustee

            
	 	 	 	 
	 	 	 	
              /s/
                Debbie Schwartzberg

            
	 	 	 	
              The
                David N. Sterling Trust dated 2/3/2000

            
	 	 	 	
              By:
                Debbie Schwartzberg

            
	 	 	 	
              Its:
                Trustee

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    Schedule
      I

    


    Stockholders
      of SRKP 17, Inc.

    


    
      	 	 	
              Stockholder

            	 	
              Shares to be

              cancelled per the

              terms of this

              Agreement

            	 	
              Pre-Purchase Right

              Shares

            	 	
              Post-Purchase Right

              Shares

              (assuming full exercise

              of the Purchase Right)

            	 
	
              1.

            	 	 	
              Debbie
                Schwartzberg

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              841,468

            	 	 	
              1,000,000

            	 	 	
              158,532

            	 
	
              2.

            	 	 	
              The
                Julie Schwartzberg Trust

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              84,147

            	 	 	
              100,000

            	 	 	
              15,853

            	 
	
              3.

            	 	 	
              The
                David N. Sterling Trust

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              84,147

            	 	 	
              100,000

            	 	 	
              15,853

            	 
	
              4.

            	 	 	
              Thomas
                Poletti

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              208,999

            	 	 	
              248,374

            	 	 	
              39,375

            	 
	
              5.

            	 	 	
              WestPark
                Financial Services, LLC

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              2,334,216

            	 	 	
              2,773,979

            	 	 	
              439,763

            	 
	
              6.

            	 	 	
              Richard
                Rappaport

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              955,420

            	 	 	
              1,135,420

            	 	 	
              180,000

            	 
	
              7.

            	 	 	
              Anthony
                Pintsopoulos

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              597,139

            	 	 	
              709,639

            	 	 	
              112,500

            	 
	
              8.

            	 	 	
              Amanda
                Rappaport Trust

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              268,713

            	 	 	
              319,338

            	 	 	
              50,625

            	 
	
              9.

            	 	 	
              Kailey
                Rappaport Trust

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              268,713

            	 	 	
              319,338

            	 	 	
              50,625

            	 
	
              10.

            	 	 	
              Kevin
                DePrimio

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              208,999

            	 	 	
              248,374

            	 	 	
              39,375

            	 
	
              11.

            	 	 	
              Jason
                Stern

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              119,429

            	 	 	
              141,928

            	 	 	
              22,499

            	 
	 	 	 	 	 	 	
              5,971,390

            	 	 	
              7,096,390

            	 	 	
              1,125,000

            	 


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    Schedule
      II

    


    Warrantholders
      of SRKP 17, Inc.

    


    
      	 	 	
              Warrantholder

            	 	
              Warrants to be

              cancelled per the

              terms of this

              Agreement

            	 	
              Pre-Purchase Right

              Warrants

            	 	
              Post-Purchase Right

              Warrants

              (assuming full exercise

              of the Purchase Right)

            	 
	
              1.

            	 	 	
              Debbie
                Schwartzberg

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              906,277

            	 	 	
              1,000,000
                

            	 	 	
              93,723

            	 
	
              2.

            	 	 	
              The
                Julie Schwartzberg Trust

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              90,628

            	 	 	
              100,000

            	 	 	
              9,372

            	 
	
              3.

            	 	 	
              The
                David N. Sterling Trust

              785
                5th Avenue , Apt 10C 

              New
                York, NY 10022

            	 	 	
              90,628

            	 	 	
              100,000

            	 	 	
              9,372

            	 
	
              4.

            	 	 	
              Thomas
                Poletti

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              225,096

            	 	 	
              248,374
                

            	 	 	
              23,278

            	 
	
              5.

            	 	 	
              WestPark
                Financial Services, LLC

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              2,513,995

            	 	 	
              2,773,979
                

            	 	 	
              259,984

            	 
	
              6.

            	 	 	
              Richard
                Rappaport

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              1,029,005

            	 	 	
              1,135,420
                

            	 	 	
              106,415

            	 
	
              7.

            	 	 	
              Anthony
                Pintsopoulos

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              643,130

            	 	 	
              709,639
                

            	 	 	
              66,509

            	 
	
              8.

            	 	 	
              Amanda
                Rappaport Trust

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              289,409

            	 	 	
              319,338
                

            	 	 	
              29,929

            	 
	
              9.

            	 	 	
              Kailey
                Rappaport Trust

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              289,409

            	 	 	
              319,338
                

            	 	 	
              29,929

            	 
	
              10.

            	 	 	
              Kevin
                DePrimio

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              225,096

            	 	 	
              248,374
                

            	 	 	
              23,278

            	 
	
              11.

            	 	 	
              Jason
                Stern

              1900
                Avenue of the Stars, Suite 310

              Los
                Angeles, CA 90067

            	 	 	
              128,626

            	 	 	
              141,928
                

            	 	 	
              13,302

            	 
	 	 	 	 	 	 	
              6,431,299

            	 	 	
              7,096,390

            	 	 	
              665,091

            	 


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    Exhibit
      A

    


    Share
      and Warrant Exchange Agreement 

    


    
      
         

      

      
        8