7

                               PURCHASE AGREEMENT



     THIS PURCHASE  AGREEMENT (this "Agreement") is made as of January 20, 2009,
by and among China Crescent Enterprises,  Inc., a Nevada corporation and Clipper
Technology,  Inc., its Wholly Owned Foreign Entity ("WOFE"),  (collectively  the
"Purchaser") and Huali Group (the "Seller"), headquartered in Ningbo, China.

            WHEREAS,  the Purchaser  currently owns  fifty-one  percent (51%) of
Clipper Huali Co., LTD (Clipper-Huali), and the Seller currently owns forty-nine
percent (49%) of Clipper-Huali.

            NOW, THEREFORE, in reliance upon the representations, warranties and
agreements made herein and in consideration of the premises herein and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound and hereby agree
as follows:

            Purchase and Sale.  On the terms and subject to the  conditions  set
forth herein,  the Seller will sell and deliver a fifty-one (51%) portion of its
Stock  representing 49% ownership of Clipper-Huali to Purchaser,  free and clear
of any liens,  claims and encumbrances on the Stock,  whereby the Purchaser will
own  seventy-six  percent  (76%)  of  Clipper-Huali  and  the  Seller  will  own
twenty-four percent (24%) of Clipper-Huali.

            Purchase  Price.  The purchase price (the "Purchase  Price") for the
Stock is  $750,000.  Purchaser  shall  issue to Seller a number of shares of its
Series B Preferred  Stock,  $.001 par value and $1,000  issue  amount per share,
with an agreed value equal to $750,000 ("Purchaser Preferred Shares").

            Closing.  The  closing  of  the  purchase  and  sale  of  the  Stock
("Closing"),  will take place on March 15, 2009 at the offices of China Crescent
Enterprises, Inc., 14860 Montfort Drive, Dallas, Texas or at such other time and
place mutually agreed to by the parties.

            Purchaser  Closing  Deliveries.  At  the  Closing,  Purchaser  shall
deliver to the Seller certificates  representing the Purchaser Preferred Shares.
The  Purchaser  Preferred  Shares shall be deemed to have been fully paid for at
the Closing.

            Seller Closing Deliveries.  At the Closing,  Seller shall deliver to
Purchaser  a stock  certificate  evidencing  the Stock and all other  documents,
agreements,   opinions,   instruments  and  certificates  contemplated  by  this
Agreement  or as counsel  for  Purchaser  shall  deem  reasonably  necessary  or
appropriate to consummate the Closing.



<PAGE>




REPRESENTATIONS AND WARRANTIES OF SELLER

            The Seller hereby represents and warrants to Purchaser that:

            Securities  Act  Applications.  Seller is aware  that the  Purchaser
Preferred Shares may not be resold without registration under the Securities Act
or some other  exemption  there  from and such  Purchaser  Preferred  Shares are
subject to  additional  restrictions  on transfer as  contained  in  Purchaser's
Stockholders'  Agreement  as may exist  from  time to time  (the  "Stockholders'
Agreement") and the  certificate(s)  representing such shares of Preferred Stock
(and the Common Stock into which the Preferred  Stock is convertible  into) will
contain the legends required by the Stockholders' Agreement.

            Authorization.  Seller  has the  requisite  power and  authority  to
execute,  deliver and perform its  obligations  under this Agreement and each of
the  other  agreements  required  to be  delivered  by  Seller  hereunder.  This
Agreement  and each of the other  agreements  required  to be  delivered  by the
Seller  have been duly and  validly  executed  and  delivered  by the Seller and
constitute the valid and binding  obligations of the Seller enforceable  against
them in accordance with their terms,  except to the extent such  enforcement may
be limited  by  bankruptcy,  insolvency,  reorganization,  moratorium  and other
similar laws in effect relating to creditors'  rights  generally and except that
the  availability of equitable  remedies,  including  specific  performance,  is
subject to the discretion of the court before which any procedure may be brought
(whether  at  law  or  in  equity).   The  Seller  has  obtained  all  consents,
authorizations  and  approvals  of,  and  has  made  or  will  timely  make  all
declarations  and  filings  with,  all  judicial  authorities  and  governmental
authorities  required  on the  part  of  the  Sellers  in  connection  with  the
consummation of the transactions  contemplated by this Agreement and each of the
other agreements required to be delivered by the Seller hereunder.

            Commissions  and Fees.  Except as set forth on Schedule 4.5,  Seller
has not  retained,  and does not owe any fees to,  any  finder,  broker,  agent,
financial  advisor or other  intermediary  in connection  with the  transactions
contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

            Purchaser represents and warrants to Seller and the Creditors that:

            Existence;  Good Standing.  Purchaser is duly incorporated,  validly
existing and in good standing under the laws of the state of Nevada, and has all
requisite  power  and  authority  to enter  into,  deliver  and  consummate  the
transactions contemplated by this Agreement.


<PAGE>




            Authorization.  Purchaser  has the  requisite  corporate  power  and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the consummation of the transactions  contemplated hereby have been duly and
validly approved by the Board of Directors of Purchaser. This Agreement has been
duly and validly  executed and delivered by Purchaser and  constitutes the valid
and binding obligation of Purchaser  enforceable against Purchaser in accordance
with  its  terms  except  to the  extent  such  enforcement  may be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium  and other similar laws in
effect relating to creditors'  rights generally and except that the availability
of  equitable  remedies,  including  specific  performance,  is  subject  to the
discretion of the court before which any  procedure  may be brought  (whether at
law or in equity).

            Commissions and Fees.  Purchaser has not retained,  and does not owe
fees to any finder,  broker,  agent,  financial advisor or other intermediary in
connection with the transactions contemplated by this Agreement.

            Purchaser Preferred Shares and Notes. The Purchaser Preferred Shares
have been duly and  validly  authorized  and when  issued will be fully paid and
nonassessable. The Notes have been duly and validly authorized for issuance.

COVENANTS

            Closing Efforts; Additional Agreements. Each of the parties will use
its reasonable  best efforts to take all action and to do all things  necessary,
proper or advisable in order to consummate and make  effective the  transactions
contemplated  by this  Agreement.  In case at any time  after  the  Closing  any
further  action is  necessary  (a) to carry out the intents and purposes of this
Agreement or (b) to vest Purchaser with full title to the Stock,  free and clear
of all Liens, the Creditor Representative shall take all such necessary actions.

            Public Announcements. Neither Purchaser nor Seller shall make, issue
or release any oral or written public announcement or statement  concerning,  or
acknowledge the existence of, or reveal the terms, conditions and status of, the
transactions  contemplated  by this  Agreement,  without the other party's prior
written  approval of, and  concurrence  in, the  contents of such  announcement,
acknowledgement or statement.

<PAGE>

INDEMNIFICATION

            Indemnification  by the  Seller.  Upon the terms and  subject to the
conditions of this  Agreement,  the Seller shall indemnify and hold harmless the
Purchaser from and against, and will pay them the amount of, any and all losses,
costs,  claims,  liabilities,  damages  (including  incidental and consequential
damages),  penalties and expenses (including reasonable attorneys' and auditors'
fees and the reasonable costs of investigation and defense)  (collectively,  the
"Losses"),  incurred or suffered by the Purchaser  relating to or arising out of
or in connection  with any of the following:  (i) any breach or inaccuracy as of
the date hereof in any  representation  or  warranty  made by the Seller in this
Agreement or any closing document  required to be delivered by Seller under this
Agreement  or (ii) any  breach  or  nonfulfillment  by the  Seller of any of its
covenants,  agreements,  or other  obligations  in this Agreement or any closing
document required to be delivered by the Seller under this Agreement.

            Indemnification  by  Purchaser.  Upon the terms and  subject  to the
conditions of this  Agreement,  Purchaser  shall indemnify and hold harmless the
Seller  from and  against,  and will pay them the amount of, any and all Losses,
incurred  or  suffered  by  the  Seller  relating  to or  arising  out  of or in
connection  with any of the  following:  (i) any breach or  inaccuracy as of the
date  hereof  in any  representation  or  warranty  made  by  Purchaser  in this
Agreement or any closing  document  required to be delivered by Purchaser  under
this Agreement or (ii) any breach or  nonfulfillment  by Purchaser of any of its
covenants,  agreements,  or other  obligations  in this Agreement or any closing
document required to be delivered by Purchaser under this Agreement.

            Claims.  If a  claim  for  indemnification  is to be made by a party
entitled to indemnification  under this Agreement (the "Indemnified Party"), the
Indemnified  Party shall promptly give notice to the party  obligated to provide
indemnification  under this Agreement (the "Indemnifying  Party") of such claim,
including the amount the Indemnified Party will be entitled to receive hereunder
from  the  Indemnifying  Party;  provided,  however,  that  the  failure  of the
Indemnified  Party to promptly  give notice  shall not relieve the  Indemnifying
Party of its obligation. If the Indemnifying Party does not object in writing to
such claim within 20 days after receiving notice thereof,  the Indemnified Party
shall be entitled to recover,  on the 21st day after such notice was given, from
the  Indemnifying  Party the amount of such claim, and no later objection by the
Indemnifying  Party shall be permitted or effective.  If the Indemnifying  Party
agrees that it has an indemnification obligation with respect to such claim, but
timely  objects as to the amount of such  claim,  the  Indemnified  Party  shall
nevertheless  be  entitled  to  recover,  on the 21st day after such  notice was
given, from the Indemnifying Party the undisputed lesser or liquidated amount of
such  claim,  without  prejudice  to  the  Indemnified  Party's  claim  for  the
difference.



<PAGE>




            Failure  of  Indemnifying  Person  to Act.  In the  event  that  the
Indemnifying  Party does not assume the  defense of any claim,  suit,  action or
proceeding covered by indemnification, then any failure of the Indemnified Party
to defend or to  participate in the defense of any such claim,  suit,  action or
proceeding or to cause the same to be done,  shall not relieve the  Indemnifying
Party of its obligations.

            Survival. All representations,  warranties, covenants and agreements
contained  in this  Agreement  shall  survive the Closing and shall be deemed to
have been relied  upon and shall not be affected in any respect by the  Closing,
any  investigation  conducted by any party or by any information which any party
may receive.  Notwithstanding  the foregoing  sentence,  the representations and
warranties contained in this Agreement shall terminate on the second anniversary
of the Closing (the "Survival Period");  provided,  however, that such liability
shall not terminate  (but shall survive until  resolved  among the parties) with
respect to any claim,  whether or not fixed as to liability or  liquidated as to
amount,  with  respect to which the  Indemnified  Party has given  notice to the
Indemnifying Party on or prior to the expiration date of the Survival Period.

MISCELLANEOUS

            Counterparts;   Facsimile.   This   Agreement  may  be  executed  in
counterparts,  each of which shall be considered  an original,  but all of which
together  shall  constitute one and the same  instrument.  This Agreement may be
executed by facsimile  transmission,  and a facsimile of this  Agreement or of a
signature of a party thereto shall be effective as an original.

            Governing Law. All questions  concerning the construction,  validity
and  interpretation  of this Agreement and the  performance  of the  obligations
imposed by this Agreement shall be governed by the laws of the State of Texas.

            Severability.  Whenever  possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision  of this  Agreement  is held to be  prohibited  by or
invalid under  applicable  law, such provision  will be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
this Agreement.

            Successors  and Assigns.  This  Agreement and all of the  provisions
hereof will be binding  upon and inure to the benefit of the parties  hereto and
their respective successors and permitted assigns.

            Headings.  The descriptive headings of this Agreement are inserted
for convenience of reference only and do not constitute a part of and shall not
be utilized in interpreting this Agreement.


<PAGE>





            Specific  Performance.  The parties hereto shall have all rights and
remedies set forth in this Agreement and all rights and remedies available under
any applicable law. The parties hereto agree and acknowledge  that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that any party  may,  in its sole  discretion,  apply to any court of law or
equity of competent  jurisdiction for specific  performance or injunctive relief
(without  posting bond or other  security)  in order to enforce,  or prevent any
violations of, the provisions of this Agreement.

            Entire  Agreement.  This  Agreement  and the  Schedules and Exhibits
hereto  constitute and encompass the entire  agreement and  understanding of the
parties hereto with regard to the transactions to be effected hereby.

            Amendments; Waivers. This Agreement shall not be altered, amended or
supplemented  except by a writing signed by Purchaser and Seller. Any failure of
any of the parties hereto to comply with any obligation,  covenant, agreement or
condition  herein may be waived by the party  entitled to the  benefits  thereof
only by a written instrument signed by the party granting such waiver,  provided
that any such waiver of any term, covenant,  agreement or condition contained in
this  Agreement  shall  not be  deemed a waiver  of any  other  term,  covenant,
agreement  or  condition,  and any  waiver  of any  default  in any  such  term,
covenant,  agreement  or  condition  shall  not be  deemed a waiver of any later
default thereof or of any other term, covenant, agreement or condition.

            References.  All references in this Agreement to the Creditors shall
include Creditor Representative.

            Notices.  Any notices  required or  permitted  to be sent  hereunder
shall be in  writing  and shall be  delivered  personally  or sent by  facsimile
transmission,  electronic mail or delivered by overnight  courier service to the
following  addresses,  or such other  address as any party hereto  designates by
written  notice to the other party,  and shall be deemed to have been given upon
delivery,  if delivered  personally,  upon the  transmission  thereof if sent by
facsimile (with  telephonic  confirmation)  or by electronic mail (with delivery
notification)  provided  that  receipt  of  transmission  occurs  during  normal
business hours, or one business day after delivery to the courier,  if delivered
by overnight courier service provided the deadline for overnight  deliveries for
such courier service has been met:


<PAGE>




If to Purchaser:
         China Crescent Enterprises, Inc.
         4860 Montfort Drive, Suite 210
         Dallas, TX 75254  USA
         Telephone:  214-722-3040
         Fax:  214-247-0666

If to Seller:
         Huali Group
         Ningbo #25 Dongdu Road Zhejiang
         P.R. China, 31510
         Telephone: 0574-8736948
         Fax: 0574-87369257

            Conditions.  It shall be a condition to each party's  obligation  to
close the  transactions  contemplated  by the Agreement  that (i) on the date of
Closing,  the representation and warranties of the other party shall be true and
correct in all material  respects  (except for  representations  and  warranties
qualified by  materiality,  which shall be true in all  respects)  and (ii) each
party shall have performed or complied in all material respects with each of its
covenants  and  agreements  hereunder  required to be performed or complied with
prior to the Closing. Each party shall deliver to the other a certificate on the
date of  Closing  stating  that the  conditions  in (i) and (ii) above have been
complied with.

            Termination.  This Agreement may be terminated  prior to Closing (i)
by mutual agreement of Purchaser and Creditor Representative, (ii) by Purchaser,
upon any material breach by Creditor  Representative or the Creditors under this
Agreement,  (iii)  by  Creditor  Representative  upon  any  material  breach  by
Purchaser  under this  Agreement  or (iv) either party if (a) due to no fault or
delay on the part of the  terminating  party the  Closing  has not  occurred  by
December  31,  2009  (b)  the  purchase  and  sale  of  the  Stock  violate  any
non-appealable  final order,  decree or judgment of any  governmental  authority
(including any court of law) having competent jurisdiction or (c) there shall be
a statute  rule or  regulation  which makes the  purchase  and sale of the Stock
illegal or otherwise prohibited.

                            [Signature page follows]




<PAGE>



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

China Crescent Enterprises, Inc.



By:_________________________
Its:  Chief Executive Officer


Hauli Group



By:_______________________
Its:  Chairman & President