f8k070207ex10i_chineseonline.htm


        AGREEMENT

    


              
      AGREEMENT made as of the   day of July 2, 2007, by and
      between:

    Michael
      Raleigh with
      an address at 4400
      Route 9, #1000, Freehold, New Jersey 07728
      ("SELLER");

    and

    


       Guoyou
      Lin,
as purchaser with an address at 115
      Route 46 West, Suite B-12 Mountain
      Lakes, NJ 07046 ("PURCHASER").

    


    R
      E C I T A L S:

    


            FIRST,
      SELLER is the owner of 100,000 shares of common stock of 4308,
      Inc., a Delaware corporation ("4308").

     

    SECOND,
      SELLER desires to sell all 100,000 of his issued and
      outstanding shares in 4308 to PURCHASER in consideration of the
      following.

     
NOW,
      THEREFORE, in consideration
      of the foregoing and of the mutual covenants and agreements hereinafter set
      forth, the parties hereto agree as follows:

    1.0           Transfer
      of Shares.

            SELLER
      hereby transfers and delivers 100,000 of his issued and outstanding shares
      in
      4308 to PURCHASER in consideration of $30,000.  Upon
      receipt of the consideration into the Anslow & Jaclin, LLP Attorney Trust
      Account, SELLER will immediately forward the 100,000 4308
      shares to PURCHASER.

    2.0           Representations
      and Warranties of
SELLER.  SELLER hereby
      represents and warrants to PURCHASER that:

    2.1           Authority.  
      SELLER has the power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby.  This Agreement has been duly
      executed and delivered by SELLER and constitutes a valid and
      binding instrument, enforceable in accordance with its terms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2      Resignation.  SELLER
      represents that he is the sole shareholder of 4308 and that
PURCHASER are purchasing all of the issued and outstanding
      shares of 4308.  SELLER hereby agrees that upon
      receipt of the consideration set forth above, he is relinquishing all interest
      in the 100,000 shares of 4308 stock. In addition, upon
      execution of this agreement, SELLER shall resign as the sole
      officer and director of 4308.

                   
      2.3           Compliance
      with Other Instruments.  The execution, delivery and performance
      of this Agreement is in compliance with and does not conflict with or result
      in
      a breach of or in violation of the terms, conditions or provisions of any
      agreement, mortgage, lease or other instrument or indenture to which
SELLER is a party or by which SELLER is
      bound.

    2.4           Title
      to SELLER'S shares in
      4308.  SELLER is the sole legal and beneficial
      owner of its shares in 4308 and has good and marketable title thereto, free
      and
      clear of any liens, claims, rights and encumbrances.

    2.5           No
      Claims; Indemnity.  There are currently no claims or lawsuits
      threatened or pending against 4308 or SELLER as the owner of
      the 4308 shares, and SELLER is unaware of any conditions or
      circumstances that would lead to or justify the filing of any claim or
      lawsuit.  If, after the consummation of this transaction and the
      transfer of the 4308 shares from SELLER to
PURCHASER any claim or lawsuit shall be filed against
      4308 or
PURCHASER (as the owner of the 4308 shares), arising out of any
      circumstances whatsoever prior to transfer of the
      shares,SELLER shall defend, indemnify and hold
PURCHASER harmless from and against
      any and all such claims or
      lawsuits or any awards or judgments granted thereunder.

    3.0           Representations
      and Warranties of PURCHASER.
PURCHASER hereby unconditionally represents
      and warrants to
SELLER that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1           Authority.  PURCHASER
      has the power and authority to execute and deliver this Agreement,
      to
      perform his obligations hereunder and to consummate the transactions
      contemplated hereby. This Agreement has been duly executed and delivered by
      PURCHASER and constitutes a valid and binding instrument,
      enforceable in accordance with its terms.

    3.2           Compliance
      with Other Instruments.  The execution, delivery and performance
      of this Agreement is in compliance with and does not conflict with or result
      in
      a breach of or in violation of the terms, conditions or provisions of any
      agreement, mortgage, lease or other instrument or indenture to which
PURCHASER are a party or by which PURCHASER
are bound.

    3.3      
Rule
      144
      Restriction. PURCHASER hereby agree that such shares are
      restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
      requirements.

                   
      4.0           Notices.  Notice
      shall be given by certified mail, return receipt requested, the date of notice
      being deemed the date of postmarking.  Notice, unless either party has
      notified the other of an alternative address as provided hereunder, shall be
      sent to the address as set forth herein.

    5.0           Governing
      Law.  This Agreement shall be interpreted and governed in
      accordance with the laws of the State of New Jersey.

    6.0           Severability.  In
      the event that any term, covenant, condition, or other provision contained
      herein is held to be invalid, void or otherwise unenforceable by any court
      of
      competent jurisdiction, the invalidity of any such term, covenant, condition,
      provision or Agreement shall in no way affect any other term, covenant,
      condition or provision or Agreement contained herein, which shall remain in
      full
      force and effect.

    7.0           Entire
      Agreement.  This Agreement contains all of the terms agreed upon
      by the parties with respect to the subject matter hereof.  This
      Agreement has been entered into after full investigation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.0           Invalidity.   If
      any paragraph of this Agreement shall be held or declared to be void, invalid
      or
      illegal, for any reason, by any court of competent jurisdiction, such provision
      shall be ineffective but shall not in any way invalidate or affect any other
      clause, Paragraph, section or part of this Agreement.

    9.0     Gender
      and
      Number.  Words importing a particular gender mean and include the
      other gender and words importing a singular number mean and include the plural
      number and vice versa, unless the context clearly indicated to the
      contrary.

    10.0        Amendments.  No
      amendments or additions to this Agreement shall be binding unless in writing,
      signed by both parties, except as herein otherwise provided.

    11.          No
      Assignments.  Neither party may assign nor delegate any of its
      rights or obligations hereunder without first obtaining the written consent
      of
      the other party.

         
      12.        Waiver of
      Counsel.  PURCHASER and SELLER
      hereby acknowledge that they have the right to obtain legal counsel for this
      transaction.  In addition, both parties hereby acknowledge that Anslow
& Jaclin, LLP represents 4308 and no other party in this
      transaction.  It has drafted this agreement for convenience purposes
      only.

    IN
      WITNESS WHEREOF,
      and intending to be legally bound, the parties hereto have signed this Agreement
      by their duly authorized officers the day and year first above
      written.

    SELLER:

    


    


    By:   
             Michael Raleigh                

    MICHAEL
      RALEIGH

    


    PURCHASER:

    


    
      By:     
        Guoyou Lin                     
           

             GUOYOU
        LIN