Exhibit
      10.4

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

     

    STOCK
      PURCHASE AGREEMENT

     

    AGREEMENT
      made
      this
      _____ day of ___________________, _____ by and between China Architectural
      Engineering, Inc., a Delaware corporation, and _____________________, Optionee
      under 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.

            	
              EXERCISE OF
                OPTION

            


    

     

    1. Exercise.
      Optionee hereby purchases _______ shares of Common Stock (the “Purchased
      Shares”)
      pursuant to that certain option (the “Option”)
      granted Optionee on ____________________, _______ (the “Grant
      Date”)
      to
      purchase up to _______________ shares of Common Stock (the “Option
      Shares”)
      under
      the Plan at the exercise price of $___________ per share (the “Exercise
      Price”).

     

    2. Payment.
      Concurrently with the delivery of this Agreement to the Corporation, Optionee
      shall pay the Exercise Price for the Purchased Shares in accordance with the
      provisions of the Option Agreement and shall deliver whatever additional
      documents may be required by the Option Agreement as a condition for exercise,
      together with 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, Optionee (or any
      successor in interest) shall have all the rights of a stockholder (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 Optionee in reliance upon the exemption from such
      registration provided by SEC Rule 701 for stock issuances under compensatory
      benefit plans such as the Plan. Optionee hereby confirms that Optionee 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, Optionee hereby acknowledges that
      Optionee 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 Optionee 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. Restrictions
      on Disposition of Purchased Shares.
      Optionee 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) Optionee
      shall have provided the Corporation with a written summary of the terms and
      conditions of the proposed disposition.

     

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

     

    (iii) Optionee
      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 legend(s):

     

    “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, Optionee 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 Optionee.

     

    
      	 	
              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
      Optionee ceases for any reason to remain in Service or (if later) during the
      ninety (90)-day period following the execution date of this Agreement, to
      repurchase at the Repurchase Price any or all of the Purchased Shares in which
      Optionee is not, at the time of his or her cessation of Service, vested in
      accordance with the Vesting Schedule applicable to those shares or any special
      vesting acceleration provisions of Paragraph D.6 of this Agreement (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 Optionee vests in accordance with the Vesting
      Schedule. 

     

    4. Aggregate
      Vesting Limitation.
      If the
      Option is exercised in more than one increment so that Optionee is a party
      to
      one or more other Stock Purchase Agreements (the “Prior
      Purchase Agreements”)
      which
      are executed prior to the date of this Agreement, then the total number of
      Purchased Shares as to which Optionee shall be deemed to have a fully-vested
      interest under this Agreement and all Prior Purchase Agreements shall not exceed
      in the aggregate the number of Purchased Shares in which Optionee would
      otherwise at the time be vested, in accordance with the Vesting Schedule, had
      all the Purchased Shares (including those acquired under the Prior Purchase
      Agreements) been acquired exclusively under this Agreement. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. 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.

     

    6. Change
      in Control.
      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 Optionee vests in such
      securities or other property in accordance with the same Vesting Schedule in
      effect for the Purchased Shares.

     

    
      	 	
              E.

            	
              SPECIAL
                TAX ELECTION

            


    

     

    The
      acquisition of the Purchased Shares may result in adverse tax consequences
      which
      may be avoided or mitigated by filing an election under Code Section 83(b).
      Such
      election must be filed within thirty (30) days after the date of this Agreement.
      A description of the tax consequences applicable to the acquisition of the
      Purchased Shares and the form for making the Code Section 83(b) election are
      set
      forth in Exhibit II. OPTIONEE
      SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES
      OF
      ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING
      THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S
      SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER
      CODE SECTION 83(b), EVEN IF OPTIONEE 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 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 Optionee 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 Optionee) or of Optionee, which rights are
      hereby expressly reserved by each, to terminate Optionee’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 in the Grant Notice 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
      Optionee. 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. Optionee
      Undertaking.
      Optionee 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 Optionee or the Purchased Shares pursuant to the provisions of this
      Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    2. 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.

     

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

     

    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 Optionee, Optionee’s
      permitted assigns and the legal representatives, heirs and legatees of
      Optionee’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:
                 

            	
              
                

              

               

              
                

              

            
	 	 
	 	
              

              ,
                OPTIONEE

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SPOUSAL
      ACKNOWLEDGMENT

     

    The
      undersigned spouse of Optionee has read and hereby approves the foregoing Stock
      Purchase Agreement. In consideration of the Corporation’s granting Optionee 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 Optionee
      is not vested at time of his or her cessation of Service.

     

    
      	 	
               

              
                

                OPTIONEE’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 Optionee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      II


     

    FEDERAL
      INCOME TAX CONSEQUENCES AND 

    SECTION
      83(b)
      TAX ELECTION

     

    I. Federal
      Income Tax Consequences and Section 83(b) Election For Exercise of Non-Statutory
      Option.
      If the
      Purchased Shares are acquired pursuant to the exercise of a Non-Statutory
      Option, as specified in the Grant Notice, then 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 Exercise 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.
      However, Optionee 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
      the
      Agreement. Even if the Fair Market Value of the Purchased Shares on the date
      of
      the Agreement equals the Exercise 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 part of this exhibit. FAILURE
      TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT
      IN
      THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS
      LAPSE.

     

    II. Federal
      Income Tax Consequences and Conditional Section 83(b) Election For Exercise
      of
      Incentive Option.
      If the
      Purchased Shares are acquired pursuant to the exercise of an Incentive Option,
      as specified in the Grant Notice, then the following tax principles shall be
      applicable to the Purchased Shares:

     

    (i) For
      regular tax purposes, no taxable income will be recognized at the time the
      Option is exercised.

     

    (ii) The
      excess of (a) the Fair Market Value of the Purchased Shares on the date the
      Option is exercised or (if later) on the date any forfeiture restrictions
      applicable to the Purchased Shares lapse over (b) the Exercise Price paid for
      the Purchased Shares will be includible in Optionee’s taxable income for
      alternative minimum tax purposes.

     

    (iii) If
      Optionee makes a disqualifying disposition of the Purchased Shares, then
      Optionee will recognize ordinary income in the year of such disposition equal
      in
      amount to the excess of (a) the Fair Market Value of the Purchased Shares on
      the
      date the Option is exercised or (if later) on the date any forfeiture
      restrictions applicable to the Purchased Shares lapse over (b) the Exercise
      Price paid for the Purchased Shares. Any additional gain recognized upon the
      disqualifying disposition will be either short-term or long-term capital gain
      depending upon the period for which the Purchased Shares are held prior to
      the
      disposition.

     

    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    

     

    (iv) For
      purposes of the foregoing, the term “forfeiture restrictions” will include the
      right of the Corporation to repurchase the Purchased Shares pursuant to the
      Repurchase Right. The term “disqualifying disposition” means any sale or other
      disposition1 
      of the
      Purchased Shares within two (2) years after the Grant Date or within one (1)
      year after the exercise date of the Option.

     

    (v) In
      the
      absence of final Treasury Regulations relating to Incentive Options, it is
      not
      certain whether Optionee may, in connection with the exercise of the Option
      for
      any Purchased Shares at the time subject to forfeiture restrictions, file a
      protective election under Code Section 83(b) which would limit Optionee’s
      ordinary income upon a disqualifying disposition to the excess of the Fair
      Market Value of the Purchased Shares on the date the Option is exercised over
      the Exercise Price paid for the Purchased Shares. Accordingly, such election
      if
      properly filed will only be allowed to the extent the final Treasury Regulations
      permit such a protective election.

     

    (vi) The
      Code
      Section 83(b) election will be effective in limiting the Optionee’s alternative
      minimum taxable income to the excess of the Fair Market Value of the Purchased
      Shares at the time the Option is exercised over the Exercise Price paid for
      those shares.

     

    Page
      2 of
      the attached form for making the election should be filed with any election
      made
      in connection with the exercise of an Incentive Option.

     

      
        

      

    

    
      
        1
          Generally, a disposition of shares purchased under an Incentive Option
          includes
          any transfer of legal title, including a transfer by sale, exchange or
          gift, but
          does not include a transfer to the Optionee’s spouse, a transfer into joint
          ownership with right of survivorship if Optionee remains one of the joint
          owners, a pledge, a transfer by bequest or inheritance or certain tax-free
          exchanges permitted under the Code.

         

        
          
            
            

          

          
            II-2

            
              

            

          

          
            
            

          

        

      

    


    SECTION
      83(b) 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 fair market value per share,
                if
                for any reason taxpayer’s service with the issuer terminates. [The
                issuer’s repurchase right 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 Purchase Agreement.
      This
      filing should be made by registered or certified mail, return receipt requested.
      Optionee 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      property described in the above Section 83(b) election is comprised of shares
      of
      common stock acquired pursuant to the exercise of an incentive stock option
      under Section 422 of the Internal Revenue Code (the “Code”). Accordingly, it is
      the intent of the Taxpayer to utilize this election to achieve the following
      tax
      results: 

     

    1. One
      purpose of this election is to have the alternative minimum taxable income
      attributable to the purchased shares measured by the amount by which the fair
      market value of such shares at the time of their transfer to the Taxpayer
      exceeds the purchase price paid for the shares. In the absence of this election,
      such alternative minimum taxable income would be measured by the spread between
      the fair market value of the purchased shares and the purchase price which
      exists on the various lapse dates in effect for the forfeiture restrictions
      applicable to such shares. 

     

    2. Section
      421(a)(1) of the Code expressly excludes from income any excess of the fair
      market value of the purchased shares over the amount paid for such shares.
      Accordingly, this election is also intended to be effective in the event there
      is a “disqualifying disposition” of the shares, within the meaning of Section
      421(b) of the Code, which would otherwise render the provisions of Section
      83(a)
      of the Code applicable at that time. Consequently, the Taxpayer hereby elects
      to
      have the amount of disqualifying disposition income measured by the excess
      of
      the fair market value of the purchased shares on the date of transfer to the
      Taxpayer over the amount paid for such shares. Since Section 421(a) presently
      applies to the shares which are the subject of this Section 83(b) election,
      no
      taxable income is actually recognized for regular tax purposes at this time,
      and
      no income taxes are payable, by the Taxpayer as a result of this election.
      The
      foregoing election is to be effective to the full extent permitted under the
      Code.

     

    THIS
      PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION
      WITH
      THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX
      LAWS.

     

    
      
        
        

      

      
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    APPENDIX

     

    The
      following definitions shall be in effect under the Agreement:

     

    A. Agreement
      shall
      mean this Stock Purchase 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 Delaware 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. Grant
      Date
      shall
      have the meaning assigned to such term in Paragraph A.1.

     

    I. Grant
      Notice
      shall
      mean the Notice of Grant of Stock Option pursuant to which Optionee has been
      informed of the basic terms of the Option.

     

    J. Incentive
      Option
      shall
      mean an option which satisfies the requirements of Code Section 422.


     

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

     

    L. 1934
      Act
      shall
      mean the Securities Exchange Act of 1934, as amended.

     

    M. Non-Statutory
      Option
      shall
      mean an option not intended to satisfy the requirements of Code Section
      422.

     

    N. Option
      shall
      have the meaning assigned to such term in Paragraph A.1.

     

    O. Option
      Agreement
      shall
      mean all agreements and other documents evidencing the Option.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    P. Optionee
      shall
      mean the person to whom the Option is granted under the Plan. 

     

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

     

    R. 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.

     

    S. 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.

     

    T. Plan
      shall
      mean the Corporation’s 2007 Equity Incentive Plan.

     

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

     

    V. Prior
      Purchase Agreement
      shall
      have the meaning assigned to such term in Paragraph D.4.

     

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

     

    X. 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.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    Y. 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.

     

    Z. Repurchase
      Price
      shall
      mean the lower
      of
      (i) the
      Exercise Price or (ii) the Fair Market Value per share of Common Stock on the
      date of Optionee’s cessation of Service.

     

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

     

    BB. SEC
      shall
      mean the Securities and Exchange Commission.

     

    CC. Service
      shall
      mean the Optionee’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.

     

    DD. Target
      Shares
      shall
      have the meaning assigned to such term in Paragraph E.2.

     

    EE. 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.

     

    FF. Vesting
      Schedule
      shall
      mean the vesting schedule specified in the Grant Notice pursuant to which the
      Optionee is to vest in the Option Shares in a series of installments over his
      or
      her period of Service.

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    ADDENDUM

    TO

    STOCK
      PURCHASE AGREEMENT

    


    


    The
      following provisions are hereby incorporated into, and are hereby made a part
      of, that certain Stock Purchase Agreement (the “Purchase
      Agreement”)
      by and
      between China Architectural Engineering, Inc. (the “Corporation”)
      and
      _____________________________ (“Optionee”)
      evidencing the shares of Common Stock purchased on this date by Optionee 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
      Purchase 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 otherwise continued
      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 Purchase
      Agreement. Optionee 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 Purchase Agreement.
      However, upon an Involuntary Termination of Optionee’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 Optionee’s behalf
      pursuant to Paragraph D.6 of the Purchase Agreement shall also vest at the
      time
      of such Involuntary Termination and shall be paid to Optionee promptly
      thereafter.

     

    For
      purposes of this Addendum, the following definitions shall be in
      effect:

     

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

     

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

     

    Optionee’s
      voluntary resignation following (A) a change in his or her position with the
      Corporation (or Parent or Subsidiary employing Optionee) which materially
      reduces his or her duties and responsibilities or the level of management to
      which he or she reports, (B) a reduction in Optionee’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 (C) a relocation of Optionee’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 Optionee’s consent.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Misconduct
      shall
      mean the termination of Optionee’s Service by reason of Optionee’s commission of
      any act of fraud, embezzlement or dishonesty, any unauthorized use or disclosure
      by Optionee of confidential information or trade secrets of the Corporation
      (or
      any Parent or Subsidiary), or any other intentional misconduct by Optionee
      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 Optionee 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:
      _____________, ______

     

    
      
        
        

      

      2