Exhibit
      10.5

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

     

    STOCK
      ISSUANCE AGREEMENT

     

    AGREEMENT
      made
      as
      of this ____ day of ______________________, _____ by and between China
      Architectural Engineering, Inc., a Delaware corporation, and
      _____________________, Participant in the Corporation’s 2007 Equity Incentive
      Plan. 

     

    All
      capitalized terms in this Agreement shall have the meaning assigned to them
      in
      this Agreement or in the attached Appendix.

     

    A. PURCHASE
      OF SHARES

     

    1. Purchase.
      Participant hereby purchases ___________________ shares of Common Stock (the
      “Purchased
      Shares”)
      pursuant to the provisions of the Stock Issuance Program at the purchase price
      of $_____________ per share (the “Purchase
      Price”).

     

    2. Payment.
      Concurrently with the delivery of this Agreement to the Corporation, Participant
      shall pay the Purchase Price for the Purchased Shares in cash or cash equivalent
      and shall deliver a duly-executed blank Assignment Separate from Certificate
      (in
      the form attached hereto as Exhibit I) with respect to the Purchased
      Shares.

     

    3. Stockholder
      Rights.
      Until
      such time as the Corporation exercises the Repurchase Right, Participant (or
      any
      successor in interest) shall have all stockholder rights (including voting,
      dividend and liquidation rights equal to those of other holders of the Company’s
      Common Stock) with respect to the Purchased Shares, subject, however, to the
      transfer restrictions of Articles B and C.

     

    B. SECURITIES
      LAW COMPLIANCE

     

    1. Restricted
      Securities.
      To the
      extent the Purchased Shares are not issued pursuant to an effective registration
      statement, The Purchased Shares have not been registered under the 1933 Act
      and
      are being issued to Participant in reliance upon the exemption from such
      registration provided by SEC Rule 701 for stock issuances under compensatory
      benefit plans such as the Plan. Participant hereby confirms that Participant
      has
      been informed that the Purchased Shares are restricted securities under the
      1933
      Act and may not be resold or transferred unless the Purchased Shares are first
      registered under the Federal securities laws or unless an exemption from such
      registration is available. Accordingly, Participant hereby acknowledges that
      Participant is acquiring the Purchased Shares for investment purposes only
      and
      not with a view to resale and is prepared to hold the Purchased Shares for
      an
      indefinite period and that Participant is aware that SEC Rule 144 issued under
      the 1933 Act which exempts certain resales of unrestricted securities is not
      presently available to exempt the resale of the Purchased Shares from the
      registration requirements of the 1933 Act.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    2. Disposition
      of Purchased Shares.
      Participant shall make no disposition of the Purchased Shares (other than a
      Permitted Transfer) unless and until there is compliance with all of the
      following requirements:

     

    (i) Participant
      shall have provided the Corporation with a written summary of the terms and
      conditions of the proposed disposition.

     

    (ii) Participant
      shall have complied with all requirements of this Agreement applicable to the
      disposition of the Purchased Shares.

     

    (iii) Participant
      shall have provided the Corporation with written assurances, in form and
      substance satisfactory to the Corporation, that (a) the proposed
      disposition does not require registration of the Purchased Shares under the
      1933
      Act or (b) all appropriate action necessary for compliance with the
      registration requirements of the 1933 Act or any exemption from registration
      available under the 1933 Act (including Rule 144) has been taken.

     

    The
      Corporation shall not
      be
      required (i) to transfer on its books any Purchased Shares which have been
      sold
      or transferred in violation of the provisions of this Agreement or
      (ii) to
      treat as the owner of the Purchased Shares, or otherwise to accord voting,
      dividend or liquidation rights to, any transferee to whom the Purchased Shares
      have been transferred in contravention of this Agreement.

     

    3. Restrictive
      Legends.
      The
      stock certificates for the Purchased Shares shall be endorsed with one or more
      of the following restrictive legends:

     

    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933. The shares may not be sold or offered for sale in the
      absence of (a) an effective registration statement for the shares under such
      Act, (b) a “no action” letter of the Securities and Exchange Commission with
      respect to such sale or offer or (c) satisfactory assurances to the Corporation
      that registration under such Act is not required with respect to such sale
      or
      offer.”

     

    “The
      shares represented by this certificate are subject to certain repurchase rights
      granted to the Corporation and accordingly may not be sold, assigned,
      transferred, encumbered, or in any manner disposed of except in conformity
      with
      the terms of a written agreement between the Corporation and the registered
      holder of the shares (or the predecessor in interest to the shares). A copy
      of
      such agreement is maintained at the Corporation’s principal corporate
      offices.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    C. TRANSFER
      RESTRICTIONS

     

    1. Restriction
      on Transfer.
      Except
      for any Permitted Transfer, Participant shall not transfer, assign, encumber
      or
      otherwise dispose of any of the Purchased Shares which are subject to the
      Repurchase Right. 

     

    2. Transferee
      Obligations.
      Each
      person (other than the Corporation) to whom the Purchased Shares are transferred
      by means of a Permitted Transfer must, as a condition precedent to the validity
      of such transfer, acknowledge in writing to the Corporation that such person
      is
      bound by the provisions of this Agreement and that the transferred shares are
      subject to the Repurchase Right, to the same extent such shares would be so
      subject if retained by Participant.

     

    D. REPURCHASE
      RIGHT

     

    1. Grant.
      The
      Corporation is hereby granted the right (the “Repurchase
      Right”),
      exercisable at any time during the ninety (90)-day period following the date
      Participant ceases for any reason to remain in Service, to repurchase at the
      Repurchase Price any or all of the Purchased Shares in which Participant is
      not,
      at the time of his or her cessation of Service, vested in accordance with the
      provisions of the Vesting Schedule set forth in Paragraph D.3
      or the
      special vesting acceleration provisions of Paragraph D.5
      (such
      shares to be hereinafter referred to as the “Unvested
      Shares”).

     

    2. Exercise
      of the Repurchase Right.
      The
      Repurchase Right shall be exercisable by written notice delivered to each Owner
      of the Unvested Shares prior to the expiration of the ninety (90)-day exercise
      period. The notice shall indicate the number of Unvested Shares to be
      repurchased, the Repurchase Price to be paid per share and the date on which
      the
      repurchase is to be effected, such date to be not more than thirty (30) days
      after the date of such notice. The certificates representing the Unvested Shares
      to be repurchased shall be delivered to the Corporation on the closing date
      specified for the repurchase. Concurrently with the receipt of such stock
      certificates, the Corporation shall pay to Owner, in cash or cash equivalents
      (including the cancellation of any purchase-money indebtedness), an amount
      equal
      to the Repurchase Price for the Unvested Shares which are to be repurchased
      from
      Owner.

     

    3. Termination
      of the Repurchase Right.
      The
      Repurchase Right shall terminate with respect to any Unvested Shares for which
      it is not timely exercised under Paragraph D.2.
      In
      addition, the Repurchase Right shall terminate and cease to be exercisable
      with
      respect to any and all Purchased Shares in which Participant vests in accordance
      with the following Vesting Schedule:

     

    4. Recapitalization.
      Any
      new, substituted or additional securities or other property (including cash
      paid
      other than as a regular cash dividend) which is by reason of any
      Recapitalization distributed with respect to the Purchased Shares shall be
      immediately subject to the Repurchase Right and any escrow requirements
      hereunder, but only to the extent the Purchased Shares are at the time covered
      by such right or escrow requirements. Appropriate adjustments to reflect such
      distribution shall be made to the number and/or class of Purchased Shares
      subject to this Agreement and to the Repurchase Price per share to be paid
      upon
      the exercise of the Repurchase Right in order to reflect the effect of any
      such
      Recapitalization upon the Corporation’s capital structure; provided,
      however, that the aggregate Repurchase Price shall remain the same.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Change
      in Control.

     

    (a) To
      the
      extent the Repurchase Right remains in effect following a Change in Control,
      such right shall apply to any new securities or other property (including any
      cash payments) received in exchange for the Purchased Shares in consummation
      of
      the Change in Control, but only to the extent the Purchased Shares are at the
      time covered by such right. Appropriate adjustments shall be made to the
      Repurchase Price per share payable upon exercise of the Repurchase Right to
      reflect the effect (if any) of the Change in Control upon the Corporation’s
      capital structure; provided,
      however, that the aggregate Repurchase Price shall remain the same. The new
      securities or other property (including any cash payments) issued or distributed
      with respect to the Purchased Shares in consummation of the Change in Control
      shall be immediately deposited in escrow with the Corporation (or the successor
      entity) and shall not be released from escrow until Participant vests in such
      securities or other property in accordance with the same Vesting Schedule in
      effect for the Purchased Shares.

     

    E. SPECIAL
      TAX ELECTION

     

    1. Section
      83(b) Election.
      Under
      Code Section 83, the excess of the Fair Market Value of the Purchased Shares
      on
      the date any forfeiture restrictions applicable to such shares lapse over the
      Purchase Price paid for those shares will be reportable as ordinary income
      on
      the lapse date. For this purpose, the term “forfeiture restrictions” includes
      the right of the Corporation to repurchase the Purchased Shares pursuant to
      the
      Repurchase Right. Participant may elect under Code Section 83(b) to be taxed
      at
      the time the Purchased Shares are acquired, rather than when and as such
      Purchased Shares cease to be subject to such forfeiture restrictions. Such
      election must be filed with the Internal Revenue Service within thirty (30)
      days
      after the date of this Agreement. Even if the Fair Market Value of the Purchased
      Shares on the date of this Agreement equals the Purchase Price paid (and thus
      no
      tax is payable), the election must be made to avoid adverse tax consequences
      in
      the future. 

     

    THE
      FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. PARTICIPANT
      UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY
      (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE
      FORFEITURE RESTRICTIONS LAPSE.

     

    2. FILING
      RESPONSIBILITY.
      PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT
      THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF
      PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
      ON HIS OR HER BEHALF.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    F. GENERAL
      PROVISIONS

     

    1. Assignment.
      The
      Corporation may assign the Repurchase Right and/or the First Refusal Right
      to
      any person or entity selected by the Board, including (without limitation)
      one
      or more stockholders of the Corporation.

     

    2. At
      Will Employment.
      Nothing
      in this Agreement or in the Plan shall confer upon Participant any right to
      continue in Service for any period of specific duration or interfere with or
      otherwise restrict in any way the rights of the Corporation (or any Parent
      or
      Subsidiary employing or retaining Participant) or of Participant, which rights
      are hereby expressly reserved by each, to terminate Participant’s Service at any
      time for any reason, with or without cause.

     

    3. Notices.
      Any
      notice required to be given under this Agreement shall be in writing and shall
      be deemed effective upon personal delivery or upon deposit in the U.S. mail,
      registered or certified, postage prepaid and properly addressed to the party
      entitled to such notice at the address indicated below such party’s signature
      line on this Agreement or at such other address as such party may designate
      by
      ten (10) days advance written notice under this paragraph to all other parties
      to this Agreement.

     

    4. No
      Waiver.
      The
      failure of the Corporation in any instance to exercise the Repurchase Right
      or
      the First Refusal Right shall not constitute a waiver of any other repurchase
      rights and/or rights of first refusal that may subsequently arise under the
      provisions of this Agreement or any other agreement between the Corporation
      and
      Participant. No waiver of any breach or condition of this Agreement shall be
      deemed to be a waiver of any other or subsequent breach or condition, whether
      of
      like or different nature.

     

    5. Cancellation
      of Shares.
      If the
      Corporation shall make available, at the time and place and in the amount and
      form provided in this Agreement, the consideration for the Purchased Shares
      to
      be repurchased in accordance with the provisions of this Agreement, then from
      and after such time, the person from whom such shares are to be repurchased
      shall no longer have any rights as a holder of such shares (other than the
      right
      to receive payment of such consideration in accordance with this Agreement).
      Such shares shall be deemed purchased in accordance with the applicable
      provisions hereof, and the Corporation shall be deemed the owner and holder
      of
      such shares, whether or not the certificates therefor have been delivered as
      required by this Agreement.

     

    G. MISCELLANEOUS
      PROVISIONS

     

    1. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of California without resort to that State’s conflict-of-laws
      rules.

     

    2. Participant
      Undertaking.
      Participant hereby agrees to take whatever additional action and execute
      whatever additional documents the Corporation may deem necessary or advisable
      in
      order to carry out or effect one or more of the obligations or restrictions
      imposed on either Participant or the Purchased Shares pursuant to the provisions
      of this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3. Agreement
      is Entire Contract.
      This
      Agreement constitutes the entire contract between the parties hereto with regard
      to the subject matter hereof. This Agreement is made pursuant to the provisions
      of the Plan and shall in all respects be construed in conformity with the terms
      of the Plan.

     

    4. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, but all of which together shall constitute one and the same
      instrument.

     

    5. Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of, and be binding
      upon,
      the Corporation and its successors and assigns and upon Participant,
      Participant’s assigns and the legal representatives, heirs and legatees of
      Participant’s estate, whether or not any such person shall have become a party
      to this Agreement and have agreed in writing to join herein and be bound by
      the
      terms hereof.

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement on the day and year first indicated
      above.

     

    
      	 	
              CHINA
                ARCHITECTURAL ENGINEERING, INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	
              Address:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	
              ,
                PARTICIPANT

            
	 	 	 
	 	
              Address:

            	 
	 	 	 


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SPOUSAL
      ACKNOWLEDGMENT

     

    The
      undersigned spouse of Participant has read and hereby approves the foregoing
      Stock Issuance Agreement. In consideration of the Corporation’s granting
      Participant the right to acquire the Purchased Shares in accordance with the
      terms of such Agreement, the undersigned hereby agrees to be irrevocably bound
      by all the terms of such Agreement, including (without limitation) the right
      of
      the Corporation (or its assigns) to purchase any Purchased Shares in which
      Participant is not vested at the time of his or her cessation of Service.


    
      	 	 	 
	 	 	 
	 	 	
              PARTICIPANT’S
                SPOUSE

            
	 	 	 
	 	
              Address:

            	 
	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE RECEIVED
      ________________ hereby sell(s), assign(s) and transfer(s) unto China
      Architectural Engineering, Inc. (the “Corporation”), ______________ (_____)
      shares of the Common Stock of the Corporation standing in his or her name on
      the
      books of the Corporation represented by Certificate No. _______________ herewith
      and do(es) hereby irrevocably constitute and appoint _________________ Attorney
      to transfer the said stock on the books of the Corporation with full power
      of
      substitution in the premises.

     

    Dated:
      ___________

     

    Signature
      __________________________________

        

    Instruction:
      Please
      do not fill in any blanks other than the signature line. Please sign exactly
      as
      you would like your name to appear on the issued stock certificate. The purpose
      of this assignment is to enable the Corporation to exercise the Repurchase
      Right
      without requiring additional signatures on the part of Participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      II

     

    SECTION
      83(b) TAX ELECTION

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      83(b) TAX ELECTION

     

    This
      statement is being made under Section 83(b) of the Internal Revenue Code,
      pursuant to Treas. Reg. Section 1.83-2.

     

    
      	
              (1)

            	
              The
                taxpayer who performed the services is:

               

              
                Name:
                  

                Address:

                Taxpayer
                  Ident. No.:

              

            


    

     

    
      	
              (2)

            	
              The
                property with respect to which the election is being made is
                ______________ shares of the common stock of China Architectural
                Engineering, Inc.

            


    

     

    
      	
              (3)

            	
              The
                property was issued on __________________,
                _____.

            


    

     

    
      	
              (4)

            	
              The
                taxable year in which the election is being made is the calendar
                year
                _____.

            


    

     

    
      	
              (5)

            	
              The
                property is subject to a repurchase right pursuant to which the issuer
                has
                the right to acquire the property at the lower of the purchase price
                paid
                per share, or the fair market value per share if for any reason taxpayer’s
                service with the issuer terminates. [The issuer’s repurchase right or the
                fair market value will lapse in a series of annual and monthly
                installments over a [four (4)-year] period ending on ________________,
                20___.]

            


    

     

    
      	
              (6)

            	
              The
                fair market value at the time of transfer (determined without regard
                to
                any restriction other than a restriction which by its terms will
                never
                lapse) is $_____ per share.

            


    

     

    
      	
              (7)

            	
              The
                amount paid for such property is $ _______ per
                share.

            


    

     

    
      	
              (8)

            	
              A
                copy of this statement was furnished to China Architectural Engineering,
                Inc. for whom taxpayer rendered the services underlying the transfer
                of
                property.

            


    

     

    
      	
              (9)

            	
              This
                statement is executed on _______________,
                _____.

            


    

     

    
      	 	 	 
	
              Spouse
                (if any)

            	 	
              Taxpayer

            


    

     

    This
      election must be filed with the Internal Revenue Service Center with which
      taxpayer files his or her Federal income tax returns and must be made within
      thirty (30) days after the execution date of the Stock Issuance Agreement.
      This
      filing should be made by registered or certified mail, return receipt requested.
      Participant must retain two (2) copies of the completed form for filing with
      his
      or her Federal and state tax returns for the current tax year and an additional
      copy for his or her records.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      III

     

    2007
      EQUITY INCENTIVE PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX

     

    The
      following definitions shall be in effect under the Agreement:

     

    A. Agreement
      shall
      mean this Stock Issuance Agreement.

     

    B. Board
      shall
      mean the Corporation’s Board of Directors.

     

    C. Change
      in Control
      shall
      mean a change in ownership or control of the Corporation effected through any
      of
      the following transactions: 

     

    (i) a
      merger,
      consolidation or other reorganization approved by the Corporation’s
      stockholders, unless
      securities representing more than fifty percent (50%) of the total combined
      voting power of the voting securities of the successor corporation are
      immediately thereafter beneficially owned, directly or indirectly and in
      substantially the same proportion, by the persons who beneficially owned the
      Corporation’s outstanding voting securities immediately prior to such
      transaction, or

     

    (ii) a
      stockholder-approved sale, transfer or other disposition of all or substantially
      all of the Corporation’s assets in complete liquidation or dissolution of the
      Corporation, or

     

    (iii) the
      acquisition, directly or indirectly by any person or related group of persons
      (other than the Corporation or a person that directly or indirectly controls,
      is
      controlled by, or is under common control with, the Corporation), of beneficial
      ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Corporation’s outstanding securities pursuant to a tender or exchange offer
      made directly to the Corporation’s stockholders.

     

    In
      no
      event shall any public offering of the Corporation’s securities be deemed to
      constitute a Change in Control.

     

    D. Code
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    E. Common
      Stock
      shall
      mean the Corporation’s common stock.

     

    F. Corporation
      shall
      mean China Architectural Engineering, Inc., a California corporation, and any
      successor corporation to all or substantially all of the assets or voting stock
      of China Architectural Engineering, Inc. which shall by appropriate action
      adopt
      the Plan.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    G. Fair
      Market Value
      per
      share of Common Stock on any relevant date shall be determined in accordance
      with the following provisions:

     

    (i) If
      the
      Common Stock is at the time traded on the Nasdaq National Market, then the
      Fair
      Market Value shall be the closing selling price per share of Common Stock on
      the
      date in question, as such price is reported by the National Association of
      Securities Dealers on the Nasdaq National Market and published in The
      Wall Street Journal.
      If
      there is no closing selling price for the Common Stock on the date in question,
      then the Fair Market Value shall be the closing selling price on the last
      preceding date for which such quotation exists.

     

    (ii) If
      the
      Common Stock is at the time listed on any Stock Exchange, then the Fair Market
      Value shall be the closing selling price per share of Common Stock on the date
      in question on the Stock Exchange determined by the Plan Administrator to be
      the
      primary market for the Common Stock, as such price is officially quoted in
      the
      composite tape of transactions on such exchange and published in The
      Wall Street Journal.
      If
      there is no closing selling price for the Common Stock on the date in question,
      then the Fair Market Value shall be the closing selling price on the last
      preceding date for which such quotation exists.

     

    (iii) If
      the
      Common Stock is at the time neither listed on any Stock Exchange nor traded
      on
      the Nasdaq National Market, then the Fair Market Value shall be determined
      by
      the Plan Administrator after taking into account such factors as the Plan
      Administrator shall deem appropriate.

     

    H. 1933
      Act
      shall
      mean the Securities Act of 1933, as amended.

     

    I. Owner
      shall
      mean Participant and all subsequent holders of the Purchased Shares who derive
      their chain of ownership through a Permitted Transfer from
      Participant.

     

    J. Parent
      shall
      mean any corporation (other than the Corporation) in an unbroken chain of
      corporations ending with the Corporation, provided each corporation in the
      unbroken chain (other than the Corporation) owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    K. Participant
      shall
      mean the person to whom shares are issued under the Stock Issuance
      Program.

     

    L. Permitted
      Transfer
      shall
      mean (i) a transfer of title to the Purchased Shares effected pursuant to
      Participant’s will or the laws of inheritance following Participant’s death,
      (ii) a transfer to the Corporation in pledge as security for any purchase-money
      indebtedness incurred by Participant in connection with the acquisition of
      the
      Purchased Shares, or (iii) a transfer by a Participant to the Participant’s
      family members as a gift, whether directly or indirectly, or by means of a
      trust
      or partnership or otherwise, or pursuant to a qualified domestic relations
      order
      as defined in the Code or Title 1 of the Employee Retirement Income Security
      Act
      of 1974, as amended, provided, that, if the Corporation is subject to the
      reporting requirements of Section 13 or 15(d) of the 1934 Act, then as otherwise
      permitted pursuant to General Instructions A.1(a)(5) to Form S-8 under the
      1933
      Act. For purposes of this definition, "family member" shall have the meaning
      given to such term in Rule 701 promulgated under the Securities Act, provided,
      that, if the Corporation is subject to the reporting requirements of Section
      13
      or 15(d) of the 1934 Act, then it shall have the meaning given to such term
      in
      General Instructions A.1(a)(5) to Form S-8 under the 1933 Act.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    M. Plan
      shall
      mean the Corporation’s 2007 Equity Incentive Plan attached hereto as Exhibit
      III.

     

    N. Plan
      Administrator
      shall
      mean either the Board or a committee of the Board acting in its capacity as
      administrator of the Plan. 

     

    O. Purchase
      Price
      shall
      have the meaning assigned to such term in Paragraph A.1.

     

    P. Purchased
      Shares
      shall
      have the meaning assigned to such term in Paragraph A.1.

     

    Q. Recapitalization
      shall
      mean any stock split, stock dividend, recapitalization, combination of shares,
      exchange of shares or other change affecting the Corporation’s outstanding
      Common Stock as a class without the Corporation’s receipt of
      consideration.

     

    R. Reorganization
      shall
      mean any of the following transactions:

     

    (i) a
      merger
      or consolidation in which the Corporation is not the surviving
      entity,

     

    (ii) a
      sale,
      transfer or other disposition of all or substantially all of the Corporation’s
      assets,

     

    (iii) a
      reverse
      merger in which the Corporation is the surviving entity but in which the
      Corporation’s outstanding voting securities are transferred in whole or in part
      to a person or persons different from the persons holding those securities
      immediately prior to the merger, or

     

    (iv) any
      transaction effected primarily to change the state in which the Corporation
      is
      incorporated or to create a holding company structure.

     

    S. Repurchase
      Price
      shall
      mean shall mean the Fair Market Value per share of Common Stock on the date
      of Participant’s cessation of Service.

     

    T. Repurchase
      Right
      shall
      mean the right granted to the Corporation in accordance with Article
D.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    U. SEC
      shall
      mean the Securities and Exchange Commission.

     

    V. Service
      shall
      mean the Participant’s performance of services for the Corporation (or any
      Parent or Subsidiary) in the capacity of an employee, subject to the control
      and
      direction of the employer entity as to both the work to be performed and the
      manner and method of performance, a non-employee member of the board of
      directors or an independent consultant.

     

    W. Stock
      Issuance Program
      shall
      mean the Stock Issuance Program under the Plan.

     

    X. Subsidiary
      shall
      mean any entity in which, directly or indirectly through one or more
      intermediaries, the Corporation has at least a 50% ownership interest or, where
      permissible under Code Section 409A, at least a 20% ownership interest.


     

    Y. Vesting
      Schedule
      shall
      mean the vesting schedule specified in Paragraph D.3
      pursuant
      to which Participant is to vest in the Purchased Shares in a series of
      installments over the Participant’s period of Service.

     

    Z. Unvested
      Shares
      shall
      have the meaning assigned to such term in Paragraph D.1.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    ADDENDUM

    TO

    STOCK
      ISSUANCE AGREEMENT

     

    The
      following provisions are hereby incorporated into, and are hereby made a part
      of, that certain Stock Issuance Agreement (the “Issuance
      Agreement”)
      by and
      between China Architectural Engineering, Inc. (the “Corporation”)
      and
      _________________ (“Participant”)
      evidencing the shares of Common Stock purchased on this date by Participant
      under the Corporation’s 2007 Equity Incentive Plan, and such provisions shall be
      effective immediately. All capitalized terms in this Addendum, to the extent
      not
      otherwise defined herein, shall have the meanings assigned to such terms in
      the
      Issuance Agreement.

     

    INVOLUNTARY
      TERMINATION FOLLOWING

    A
      CHANGE
      IN CONTROL

     

    TO
      THE EXTENT THE REPURCHASE RIGHT IS ASSIGNED TO THE SUCCESSOR CORPORATION (OR
      PARENT THEREOF) IN CONNECTION WITH A CHANGE IN CONTROL OR IS OTHERWISE TO
      CONTINUE IN FULL FORCE AND EFFECT PURSUANT TO THE TERMS OF THE CHANGE IN CONTROL
      TRANSACTION, NO ACCELERATED VESTING OF THE PURCHASED SHARES SHALL OCCUR UPON
      THAT CHANGE IN CONTROL, AND THE REPURCHASE RIGHT SHALL CONTINUE TO REMAIN IN
      FULL FORCE AND EFFECT IN ACCORDANCE WITH THE PROVISIONS OF THE ISSUANCE
      AGREEMENT. PARTICIPANT SHALL, OVER HIS OR HER PERIOD OF SERVICE FOLLOWING SUCH
      CHANGE IN CONTROL, CONTINUE TO VEST IN THE PURCHASED SHARES IN ONE OR MORE
      INSTALLMENTS IN ACCORDANCE WITH THE PROVISIONS OF THE ISSUANCE AGREEMENT.
      HOWEVER, UPON AN INVOLUNTARY TERMINATION OF PARTICIPANT’S SERVICE WITHIN
      _________ (__) MONTHS FOLLOWING SUCH CHANGE IN CONTROL, THE REPURCHASE RIGHT
      SHALL TERMINATE AUTOMATICALLY, AND ALL THE PURCHASED SHARES SHALL IMMEDIATELY
      VEST IN FULL AT THAT TIME. ANY UNVESTED ESCROW ACCOUNT MAINTAINED ON
      PARTICIPANT’S BEHALF PURSUANT TO PARAGRAPH D.5 OF THE ISSUANCE AGREEMENT SHALL
      ALSO VEST AT THE TIME OF SUCH INVOLUNTARY TERMINATION AND SHALL BE PAID TO
      PARTICIPANT PROMPTLY THEREAFTER.

     

    FOR
      PURPOSES OF THIS ADDENDUM, THE FOLLOWING DEFINITIONS SHALL BE IN
      EFFECT:

     

    An
      Involuntary
      Termination
      shall
      mean the termination of Participant’s Service by reason of:

     

    Participant’s
      involuntary dismissal or discharge by the Corporation for reasons other than
      for
      Misconduct, or

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Participant’s
      voluntary resignation following (1) a change in his or her position with the
      Corporation (or Parent or Subsidiary employing Participant) which materially
      reduces his or her duties and responsibilities or the level of management to
      which he or she reports, (2) a reduction in Participant’s level of compensation
      (including base salary, fringe benefits and target bonus under
      any
      corporate-performance based incentive programs) by more than fifteen percent
      (15%) or (3) a relocation of Participant’s place of employment by more than
      fifty (50) miles, provided and only if such change, reduction or relocation
      is
      effected by the Corporation without Participant’s consent.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Misconduct
      shall
      include the termination of Participant’s Service by reason of Participant’s
      commission of any act of fraud, embezzlement or dishonesty, any unauthorized
      use
      or disclosure by Participant of confidential information or trade secrets of
      the
      Corporation (or any Parent or Subsidiary), or any other intentional misconduct
      by Participant adversely affecting the business or affairs of the Corporation
      (or any Parent or Subsidiary) in a material manner. The foregoing definition
      shall not in any way preclude or restrict the right of the Corporation (or
      any
      Parent or Subsidiary) to discharge or dismiss Participant or any other person
      in
      the Service of the Corporation (or any Parent or Subsidiary) for any other
      acts
      or omissions, but such other acts or omissions shall not be deemed, for purposes
      of the Plan and this Addendum, to constitute grounds for termination for
      Misconduct.

     

    IN
      WITNESS WHEREOF,
      China
      Architectural Engineering, Inc. has caused this Addendum to be executed by
      its
      duly-authorized officer as of the Effective Date specified below.

     

    
      	 	
              CHINA
                ARCHITECTURAL ENGINEERING, INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	 
	 	
              Title:

            	 


    

     

    EFFECTIVE
      DATE:
      _______________________, ________

    


    
      
        
        

      

      
        3