CALL
      OPTION AGREEMENT

     

    This
      CALL OPTION AGREEMENT (this “Agreement”)
      is made and entered into as of February 25, 2008 (the “Effective
      Date”),
      between Hongke Xue, a resident of the People’s Republic of China (“Purchaser”)
      and Fancylight Limited, a BVI company (“Seller”).
      Purchaser and Seller are also referred to herein together as the “Parties”
      and individually as a “Party”.

     

    RECITALS

     

    WHEREAS,
      pursuant to a Share Exchange Agreement (the “Share
      Exchange Agreement”),
      dated as of the date hereof, among Entech
      Environmental Technologies, Inc.,
      a Florida
      Corporation (the “Company”)
      and the shareholders of Pacific
      Industry Holding Group Co. Ltd.,
      a Vanuatu
      Corporation (“Pacific”),
      the Company acquired 100% of the issued and outstanding capital stock of
      Pacific; and

     

    WHEREAS,
      Purchaser has agreed with Seller, as a condition to his continuing to provide
      services to Shaanxi Tianren Organic Food Co., Ltd. (“Tianren”), a PRC company in
      which Pacific has a 99% ownership interest as of the date hereof, as its
      Chairman and Chief Executive Officer, to enter into this Agreement; and


     

    WHEREAS,
      pursuant to the Share Exchange Agreement Seller is the holder of 800,000 shares
      of the Company’s $0.001 par value per share Series A Convertible Preferred Stock
      (together with the number of shares of Common Stock of the Company, par value
      $0.001 per share, issuable upon conversion of all or part of the Series A
      Convertible Preferred Stock described in the foregoing, collectively, the
“Option
      Shares”)
      and
      therefore, has determined that it is in his best interest to, and will receive
      benefits from, Purchaser’s performance as CEO and Chairman of Tianren and
      entered into the Share Exchange Agreement based on the possibility of such
      benefits; and

     

    WHEREAS,
      Seller desires to grant to Purchaser an option to acquire the Option Shares
      of
      the Common Stock owned by him (“Seller’s
      Shares”)
      pursuant
      to the terms and conditions set forth in this Agreement. 

     

    NOW,
      THEREFORE, the Parties, in consideration of the foregoing premises and the
      terms, covenants and conditions set forth below, and other good and valuable
      consideration, receipt of which is acknowledged, hereby agree as
      follows:

     

    AGREEMENT

     

    1.
       DEFINITIONS;
      INTERPRETATION.

     

    1.1. Terms
      Defined in this Agreement.
      The following terms when used in this Agreement shall have the following
      definitions:

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Business
      Day”
      means any day on which commercial banks are required to be open in New York
      City, the United States of America.

     

    “Call
      Price”
      means, with respect to any exercise of the Call Right, $0.001 per share of
      the
      Seller’s Shares subject to any Call Exercise Notice.

     

    “Conditions”
      means Conditions 1 through 4, as defined below, in the aggregate.

     

    “Condition
      1”
      means the entry by Purchaser and Tianren into a binding employment agreement
      for
      a term of not less than five years for Purchaser to serve as Tianren’s Chief
      Executive Officer and Chairman of its Board of Directors.

     

    “Condition
      2”
      means the United States Securities and Exchange Commission declaring the initial
      registration statement filed by the Company pursuant to the Registration Rights
      Agreement dated the date hereof by and among the Company and the investors
      signatories thereto under the Securities Act of 1933 effective, or, investors
      who purchased shares of Series B Convertible Preferred Stock of the Company,
      par
      value $0.001 per share and certain warrants from the Company pursuant to the
      Securities Purchase Agreement dated as of the date of this Agreement being
      able
      to sell their Common Stock under Rule 144, as then effective under the U.S.
      Securities Act of 1933, as amended.

     

    “Condition
      3”
      means Tianren achieving not less than $2,000,000 in pre-tax profits, as
      determined under United States Generally Accepted Accounting Principles
      consistently applied (“US GAAP”) for the six months ended June 30,
      2008.

     

    “Condition
      4”
      means Tianren achieving not less than $4,000,000 in pre tax profits, as
      determined under US GAAP for the fiscal year ending December 31,
      2008.

     

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

     

    “Law”
      means any federal, state, local, municipal, foreign or other law, statute,
      legislation, constitution, principle of common law, resolution, ordinance,
      code,
      order, edict, decree, proclamation, treaty, convention, rule, regulation,
      permit, ruling, directive, pronouncement, requirement (licensing or otherwise),
      specification, determination, decision, opinion or interpretation that is,
      has
      been or may in the future be issued, enacted, adopted, passed, approved,
      promulgated, made, implemented or otherwise put into effect by or under the
      authority of any Government Authority.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Person”
      means any individual, firm, company, corporation, limited liability company,
      unincorporated association, partnership, trust, joint venture, governmental
      authority or other entity, and shall include any successor (by merger or
      otherwise) of such entity.

     

    1.2. Interpretation.

     

    (a) Certain
      Terms.
      The words “hereof,” “herein,” “hereunder” and similar words refer to this
      Agreement as a whole and not to any particular provision of this Agreement.
      The
      term “including” is not limited and means “including without
      limitation.”

     

    (b) Section References;
      Titles and Subtitles.
      Unless otherwise noted, all references to Sections herein are to Sections of
      this Agreement. The titles, captions and headings of this Agreement are inserted
      for convenience of reference only and are not intended to be a part of or to
      affect the meaning or interpretation of this Agreement.

     

    (c) Reference
      to Entities, Agreements, Statutes.
      Unless otherwise expressly provided herein, (i) references to a Person
      include its successors and permitted assigns, (ii) references to agreements
      (including this Agreement) and other contractual instruments shall be deemed
      to
      include all subsequent amendments, restatements and other modifications
      thereto or supplements thereof and (iii) references to any statute or
      regulation are to be construed as including all statutory and regulatory
      provisions consolidating, amending, replacing, supplementing or interpreting
      such statute or regulation.

     

    2.
       CALL
      RIGHT.

     

    2.1. Call
      Right.
      Purchaser shall have, during the Exercise Period (as defined below), and when
      a
      Condition is met, the right and option to purchase from the Seller, and upon
      the
      exercise of such right and option the Seller shall have the obligation to sell
      to Purchaser, a portion of the Seller’s Shares identified in the Call Exercise
      Notice (the “Call
      Right”).
      Purchaser shall be permitted to purchase, and Seller shall be obligated to
      sell,
      the following numbers of Seller’s Shares upon the attainment of the following
      Conditions:

     

    
      
        	
                Condition

              	 	
                Number
                  of Seller’s Shares as to which there is a Call
                  Right

              
	 	 	 
	
                Condition
                  1

              	 	
                400,000

              
	 	 	 
	
                Condition
                  2

              	 	
                133,334

              
	 	 	 
	
                Condition
                  3

              	 	
                133,334

              
	 	 	 
	
                Condition
                  4

              	 	
                133,334

              


      

    

     

    2.2. Call
      Period.
      The Call Right shall be exercisable by Purchaser, by delivering a Call Exercise
      Notice at any time during the period (the “Exercise
      Period”)
      commencing on the date hereof and ending at 6:30 p.m. (New York time) on the
      fifth anniversary date hereof (such date or the earlier expiration of the Call
      Right is referred to herein as the “Expiration
      Date”).
      

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    2.3. Exercise
      Process.
      In order to exercise the Call Right during the Exercise Period, Purchaser shall
      deliver to the applicable Seller, a written notice of such exercise
      substantially in the form attached hereto as Appendix A
      (a “Call
      Exercise Notice”)
      to such address or facsimile number set forth therein. The Call Exercise Notice
      shall indicate the number of Seller’s Shares as to which Purchaser is then
      exercising its Call Right and the aggregate Call Price. Provided the Call
      Exercise Notice is delivered in accordance with Section 6.4 to such Seller
      on or
      prior to 6:30 p.m. (New York time) on a Business Day, the date of exercise
      (the
“Exercise
      Date”)
      of the Call Right shall be the date of such delivery of such Call Exercise
      Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m.
      (New
      York time) on any day or on a date which is not a Business Day, the Exercise
      Date shall be deemed to be the first Business Day after the date of such
      delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice
      in
      accordance herewith shall constitute a binding obligation (a) on the part of
      Purchaser to purchase, and (b) on the part of such Seller to sell, the Seller’s
      Shares subject to such Call Exercise Notice in accordance with the terms of
      this
      Agreement.

     

    2.4. Call
      Price.
      If the Call Right is exercised pursuant to this Section 2, as payment for the
      Seller’s Shares being purchased by Purchaser pursuant to the Call Right,
      Purchaser shall pay the aggregate Call Price to the Seller (but no later than
      fifteen (15) Business Days of the Exercise Date).

     

    2.5 Cashless
      Exercise.
      In lieu of delivery of the Call Price, Purchaser shall have the right, at its
      option, from time to time or times during the Exercise Period, Purchaser
      may satisfy its obligation to pay the Call Price through a “cashless exercise,”
in which Purchaser shall be entitled to purchase the Seller’s Shares as
      determined as follows:

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            
	 	 
	
              where:

            	 
	 	
              X
                =
                the number of Seller’s Shares to be sold to Purchaser.

            
	 	 
	 	
              Y
                =
                the number of Seller’s Shares with respect to which the Call Right is
                being exercised.

            
	 	 
	 	
              A
                =
                the arithmetic average of the Closing Prices for the five Trading
                Days
                immediately prior to (but not including) the Exercise
                Date.

            
	 	 
	 	
              B
                =
                the Call Price.

            


    

     

     

    2.5. Delivery
      of the Shares.
      Upon the receipt of a Call Exercise Notice, the applicable Seller shall deliver,
      or take all steps necessary to cause to be delivered, the Seller’s Shares being
      purchased pursuant to such Call Exercise Notice. 

     

    3.
       ENCUMBRANCES;
      TRANSFERS, SET-OFF AND WITHHOLDINGS.

     

    3.1.
       Encumbrances.
      Upon exercise of the Call Right, such Seller’s Shares being purchased shall be
      sold, transferred and delivered to Purchaser free and clear of any claim,
      pledge, charge, lien, preemptive rights, restrictions on transfers (except
      as
      required by securities laws of the United States), proxies, voting agreements
      and any other encumbrance whatsoever. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.2 Transfers.
      Prior to the Expiration Date, Seller shall continue to own, free and clear
      of
      any hypothecation, pledge, mortgage or other encumbrance, except pursuant to
      this Agreement and except in favor of the Collateral Agent (as defined below)
      for the benefit of the Purchaser, such amount of the Seller’s Shares as may be
      required from time to time to in order for Purchaser to exercise its Call Right
      in full. 

     

    3.3.
       Set-off.
      Purchaser shall be absolutely entitled to receive all Seller’s Shares subject to
      the exercise of a Call Right, and for the purposes of this Agreement, Seller
      hereby waives, as against Purchaser, all rights of set-off or counterclaim
      that
      would or might otherwise be available to such Seller.

     

    3.4 Escrow
      of Seller’s Shares.
      

     

    (a) Upon
      execution of this Agreement, Seller shall deliver to Guzov Ofsink, LLC, as
      Collateral Agent (the “Collateral
      Agent”),
      certificates representing Seller’s Shares. The certificates representing the
      Seller’s Shares (together with duly executed stock powers in blank) shall be
      held by the Collateral Agent. 

     

    (b) Upon
      receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver
      the Seller’s Shares being purchased pursuant to such Call Exercise Notice in
      accordance with the instructions set forth therein. In the event that the
      Collateral Agent shall receive notice from the Parties that the Conditions
      have
      not been met, the Seller’s Shares shall be distributed in accordance with their
      instructions. 

     

    4.
       REPRESENTATIONS
      AND WARRANTIES.

     

    4.1. Representations
      and Warranties by Seller.
      Seller represents and warrants to Purchaser, that:

     

    (a)
       Due
      Authorization.
      The execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereunder to be carried out by it have been duly
      authorized by all necessary action on the part of Seller. This Agreement, and
      all agreements and documents executed and delivered pursuant to this Agreement,
      constitute valid and binding obligations of such Seller, enforceable against
      such Seller in accordance with its terms, subject to applicable Bankruptcy
      Laws
      and other laws or equitable principles of general application affecting the
      rights of creditors generally.

     

    (b)
       No
      Conflicts.
      The execution or delivery of this Agreement by such Seller nor the fulfillment
      or compliance by such Seller with any of the terms hereof shall, with or without
      the giving of notice and/or the passage of time, (i) conflict with, or result
      in
      a breach of the terms, conditions or provisions of, or constitute a default
      under, (A) the organizational or charter documents of the Seller or (B) any
      contract or any judgment, decree or order to which Seller is subject or by
      which
      the Seller is bound, or (ii) require any consent, license, permit,
      authorization, approval or other action by any Person or Government Authority
      which has not yet been obtained or received. The execution, delivery and
      performance of this Agreement by such Seller or compliance with the provisions
      hereof by the Seller does not, and shall not, violate any provision of any
      Law
      to which the Seller is subject or by which it is bound.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

    (d) Title.
      Seller owns the Seller’s Shares free and clear of any claim, pledge, charge,
      lien, preemptive rights, restrictions on transfers, proxies, voting agreements
      and any other encumbrance whatsoever, except as contemplated by this Agreement.
      The Seller has not entered into or is a party to any agreement that would cause
      the Seller to not own such Seller’s Shares free an clean of any encumbrance,
      except as contemplated by this Agreement.

     

    4.2 Representations
      and Warranties by Purchaser.
      Purchaser represents and warrants to the Sellers, that:

     

    (a)
       Due
      Authorization.
      The execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereunder to be carried out by it have been duly
      authorized by all necessary action on the part of Purchaser. This Agreement,
      and
      all agreements and documents executed and delivered pursuant to this Agreement,
      constitute valid and binding obligations of Purchaser, enforceable against
      Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws
      and other laws or equitable principles of general application affecting the
      rights of creditors generally.

     

    (b)
       No
      Conflicts.
      The execution or delivery of this Agreement by Purchaser nor the fulfillment
      or
      compliance by Purchaser with any of the terms hereof shall, with or without
      the
      giving of notice and/or the passage of time, (i) conflict with, or result in
      a
      breach of the terms, conditions or provisions of, or constitute a default under,
      (A) the organizational or charter documents of Purchaser or (B) any contract
      or
      any judgment, decree or order to which Purchaser is subject or by which
      Purchaser is bound, or (ii) require any consent, license, permit, authorization,
      approval or other action by any Person or Government Authority which has not
      yet
      been obtained or received. The execution, delivery and performance of this
      Agreement by Purchaser or compliance with the provisions hereof by Purchaser
      does not, and shall not, violate any provision of any Law to which Purchaser
      is
      subject or by which it is bound.

     

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

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    5. EVENTS
      OF DEFAULT AND TERMINATION

     

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

     

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

     

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

     

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

     

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

     

    6.
       MISCELLANEOUS.

     

    6.1. Governing
      Law; Jurisdiction.
      This Agreement shall be construed according to, and the rights of the Parties
      shall be governed by, the laws of the State of New York, without reference
      to
      any conflict of laws principle that would cause the application of the laws
      of
      any jurisdiction other than New York. Each Party hereby irrevocably submits
      to
      the exclusive jurisdiction of the federal and state courts sitting in the City
      of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
      or in connection herewith, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such court, that such, suit, action or proceeding is brought in an inconvenient
      forum, or that the venue of such suit, action or proceeding is
      improper.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    6.2. Successors
      and Assigns.
      Each of the Parties shall not assign this Agreement or any rights or obligations
      hereunder without the prior written consent of the other Party. The provisions
      hereof shall inure to the benefit of, and be binding upon, the successors and
      permitted assigns of the Parties.

     

    6.3. Entire
      Agreement; Amendment.
      This Agreement constitutes the full and entire understanding and agreement
      between the Parties with regard to the subject matter hereof. Any term of this
      Agreement may be amended only with the written consent of each
      Party.

     

    6.4. Notices
      and Other Communications.
      Any and all notices, requests, demands and other communications required or
      otherwise contemplated to be made under this Agreement shall be in writing
      and
      shall be provided by one or more of the following means and shall be deemed
      to
      have been duly given (a) if delivered personally, when received,
      (b) if transmitted by facsimile, on the date of transmission with receipt
      of a transmittal confirmation, or (c) if by an internationally recognized
      overnight courier service, one Business Day after deposit with such courier
      service. All such notices, requests, demands and other communications shall
      be
      addressed as follows:

     

    
      
        	
                To
                  Purchaser at: 

              	
                A-4F
                  Tongxinge, Xietong Building, Gaoxin 2nd
                  Road, Hi-Tech Industrial Zone,
                  Xi’an, Shaanxi
                  province, PRC 710065

              
	 	 
	
                To
                  Seller at: 

              	
                P.O.
                  Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
                  Virgin Island.

              


      

    

     

    or
      to such other address or facsimile number as a party may have specified to
      the
      other parties in writing delivered in accordance with this Section
      6.4.

     

    6.5. Delays
      or Omissions.
      No delay or omission to exercise any right, power or remedy accruing to any
      Person hereunder, upon any breach or default under this Agreement, shall impair
      any such right, power or remedy nor shall it be construed to be a waiver of
      any
      such breach or default, or an acquiescence therein, or of or in any similar
      breach or default thereafter occurring; nor shall any waiver of any single
      breach or default be deemed a waiver of any other breach or default theretofore
      or thereafter occurring. Any waiver, permit, consent or approval of any kind
      or
      character on the part of any Person hereunder of any breach or default under
      this Agreement, or any waiver on the part of any Person of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing and signed by the waiving
      or
      consenting Person.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    6.6. Severability.
      If any provision of this Agreement is found to be invalid or unenforceable,
      then
      such provision shall be construed, to the extent feasible, so as to render
      the
      provision enforceable and to provide for the consummation of the transactions
      contemplated hereby on substantially the same terms as originally set forth
      herein, and if no feasible interpretation would save such provision, it shall
      be
      severed from the remainder of this Agreement, which shall remain in full force
      and effect unless the severed provision is essential to the rights or benefits
      intended by the Parties. In such event, the Parties shall use best efforts
      to
      negotiate, in good faith, a substitute, valid and enforceable provision or
      agreement which most nearly affects the Parties’ intent in entering into this
      Agreement.

     

    6.7 Construction.
      The language used in this Agreement will be deemed to be the language chosen
      by
      the Parties to express their mutual intent, and no rules of strict construction
      will be applied against any Party.

     

    6.8. Further
      Assurances.
      The Parties shall perform such acts, execute and deliver such instruments and
      documents and do all other such things as may be reasonably necessary to effect
      the transactions contemplated hereby. 

     

    6.9. Counterparts.
      This Agreement may be executed in any number of counterparts, each of which
      shall be an original, but all of which together shall constitute one instrument.
      Execution and delivery of this Agreement by exchange of facsimile copies bearing
      the facsimile signature of a Party shall constitute a valid and binding
      execution and delivery of this Agreement by such Party.

     

    [remainder
      of page intentionally blank]

    

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

     

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

     

    

      
        	 	
                Purchaser:
                  

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                /s/
                  Hongke Xue

              
	
                 

              	
                Hongke
                  Xue

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                Seller:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                Fancylight
                  Limited

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:
                  

              	
                /s/
                  Hongwei Li

              
	
                 

              	
                Name:

              	
                Hongwei
                  Li 

              
	
                 

              	
                Title:

              	
                Director

              


      

       

      
        	
                Acknowledged
                  and agreed to:

              
	
                 

              	
                 

              
	
                Collateral
                  Agent:

              
	
                 

              	
                 

              
	
                GUZOV
                  OFSINK, LLC, as Collateral Agent

              
	
                 

              	
                 

              
	
                By:
                  

              	
                /s/
                  Darren Ofsink   

              
	
                Name:

              	
                Darren
                  Ofsink

              
	
                Title:
                  

              	
                Partner

              


      

      

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

APPENDIX
        A

    

    Form
      of Exercise Notice

    [Date]

    [________________]
      (the “Seller”)

    [________________]

    [________________]

    Attention:
      [_______]

    


    
      	 	
              Re:

            	
              Call
                Option Agreement dated February 25, 2008 (the “Call
                Option Agreement”),
                between __________________ (“Purchaser”)
                and _________________ (“Seller”).

            


    

    


    Dear
      Sir:

    


    In
      accordance with Section 2.3 of the Call Option Agreement, Purchaser hereby
      provides this notice of exercise of the Call Right in the manner specified
      below:

    


    (a) The
      Purchaser hereby exercises its Call Rights with respect to Seller’s Shares
      pursuant to the Call Option Agreement.

     

    (c) The
      Purchaser intends that payment of the Call Exercise Price shall be made as
      (check one):

     

    _______
      “Cash Exercise” 

     

    _______
      “Cashless Exercise” 

     

    (d) If
      the
      Purchaser has elected a Cash Exercise, the Purchaser shall pay the sum of
      $____________ to the Seller.

     

    (e) Pursuant
      to this exercise, the Seller shall deliver to _______________ Seller’s Shares in
      accordance with the instructions attached hereto.

     

    
      	
              Dated:
                _______________, ______

            	 
	 	 
	 	
              _______________________________

            
	 	
              _______

            
	 	 


    

    


    
      
         

      

      
        11