Unassociated Document


     

    EXHIBIT
10.1

     

    SUBSCRIPTION
AGREEMENT

     

    SUBSCRIPTION
AGREEMENT (“Subscription Agreement”) made as of this [__]th day of
[__________], 2008, by and among SRKP 18, Inc., a Delaware corporation (the
“Company”); World Orient Universal Limited, a company incorporated under the
laws of the British Virgin Islands and upon the Closing Date (as defined below),
a wholly-owned subsidiary of the Company (“World Orient”), and the undersigned
(the “Subscriber”).

     

    WHEREAS,
the Company, World Orient and the shareholders of World Orient are parties to
that certain Share Exchange Agreement dated as of December 11, 2008 (the
“Exchange Agreement”), pursuant to which World Orient will become a wholly-owned
subsidiary of the Company and 100% of the outstanding securities of World Orient
will be exchanged for securities in the Company (the “Share
Exchange”).  Immediately after the effective time of the Share
Exchange (the “Closing Date”), the Company will assume the business and
operations of World Orient and its wholly-owned subsidiaries.

     

    WHEREAS,
as a condition to the closing of the Share Exchange, the Company intends to
obtain subscriptions for the purchase and sale, in a private placement
transaction (the “Offering”) pursuant to Regulation D promulgated under the
Securities Act of 1933, as amended (the “Act”), of shares of Series A
Convertible Preferred Stock (the “Shares”) of the Company, par value $0.0001 per
share, convertible into shares of common stock of the Company, par value $0.0001
per share (“Common Stock”) on the terms and conditions hereinafter set forth,
and the Subscriber desires to acquire that number of Shares set forth on the
signature page hereof.  The Shares and the Common Stock underlying the
Shares are together the “Securities.”

     

    NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    1.            
Subscription
Procedure

     

    1.1           Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Shares as
is set forth upon the signature page hereof at a price of $1.60 per Share (the
“Purchase Price”).  The Company agrees to sell such Shares to the
Subscriber for the Purchase Price.

     

    1.2           The
subscription period will begin as of December 9, 2008 and will terminate (if the
Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on
February 10, 2009, unless extended by the Company, World Orient and the
Placement Agent (as defined below) for up to an additional 90 days (the
“Termination Date”).  The Shares will be offered on a “best efforts”
basis as more particularly set forth in a Confidential Private Placement
Memorandum and any supplements thereto (the “Offering Memorandum”) which shall
supersede in its entirety that Executive Summary dated December 9,
2008.  The final Offering Memorandum will be provided to Subscribers
in the Offering no later than one (1) day prior to the Termination
Date.   The consummation of the Offering is subject to the
satisfaction of a number of conditions to be further described in the Offering
Memorandum, one or more of which conditions may not occur.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.3           Placement
of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which
will receive certain compensation therefore as will be more fully described in
the Offering Memorandum.

     

    1.4           The
Purchase Price will be placed in escrow pursuant to an escrow agreement (the
“Escrow Agreement”) by and among the Placement Agent, the Company and David
Kagel, Esq. as escrow agent, and shall be paid over to the Company at the
closing of the purchase of the Shares in the Offering (the “Closing”) to occur
on the Closing Date.

     

    1.5           The
certificates for the Shares bearing the name of the Subscriber will be delivered
by the Company no later than thirty (30) days following the Closing
Date.  The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to this
Subscription Agreement to the residential or business address indicated in the
Investor Questionnaire, as attached.

     

    1.6           The
Purchase Price for the Shares purchased hereunder shall be paid by certified
check, payable to Law Offices of David L. Kagel, a Professional Corporation, as
escrow agent, or by wire transfer to Law Offices of David L. Kagel pursuant to
the following instructions:

     

    Law
Offices of David L. Kagel, a Professional Corporation

    Subscription
Escrow Account #2

    Wells
Fargo Bank

    1801
Avenue of the Stars

    Los
Angeles, CA 90067

    Account #
9371471510

    ABA #
121000248

    


    1.7           The
Company and/or World Orient may, in their sole discretion, reject any
subscription, in whole or in part, or terminate or withdraw the Offering in its
entirety at any time prior to a closing in relation thereto.  Neither
the Company nor the Placement Agent shall be required to allocate among
investors on a pro rata basis in the event of an over-subscription.

     

    2.           Representations and
Covenants of Subscriber

     

    2.1           The
Subscriber recognizes that the purchase of Securities involves a high degree of
risk in that (i) the Company will need additional capital to operate its
business but has no assurance of additional necessary capital; (ii) an
investment in the Company is highly speculative and only investors who can
afford the loss of their entire investment should consider investing in the
Company and the Securities; (iii) an investor may not be able to liquidate his
or her investment; (iv) transferability of the securities comprising the
Securities is extremely limited; (v) an investor could sustain the loss of his
or her entire investment; and (vi) the Company is and will be subject to
numerous other risks and uncertainties, including without limitation,
significant and material risks relating to the Company’s business and the
business and operations of World Orient and its subsidiaries, and the
industries, markets and geographic regions in which the Company will compete, as
well as risks associated with the Offering, the Share Exchange and the other
transactions contemplated herein, in the Offering Memorandum and in the Exchange
Agreement, all as more fully set forth herein and in the Offering
Memorandum.  For the avoidance of doubt, all references to the Company
in this Section 2.1 include the Company’s business and operations after it
acquires the business and operations of World Orient and its subsidiaries
through the Share Exchange.


    
      
         


      

      
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    2.2           The
Subscriber represents that he or she is an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the Act, as indicated by
his or her responses to the Investor Questionnaire, the form of which is
attached hereto as Exhibit A, and that
he or she is able to bear the economic risk of an investment in the
Securities.  The Subscriber must complete the applicable Investor
Questionnaire to enable the Company and World Orient to assess the Subscriber’s
eligibility for the Offering.

     

    2.3           The
Subscriber acknowledges that he or she has prior investment experience,
including without limitation, investment in non-listed and non-registered
securities, or he or she has employed the services of an investment advisor,
attorney or accountant to read all of the documents furnished or made available
by the Company or World Orient both to him and to all other prospective
investors in the Securities and to evaluate the merits and risks of such an
investment on his or her behalf, and that he or she recognizes the highly
speculative nature of this investment.

     

    2.4           The
Subscriber acknowledges receipt and careful review of the Offering Memorandum,
this Subscription Agreement, and the attachments hereto and thereto
(collectively, the “Offering Documents”) and hereby represents that he or she
has been furnished or given access by the Company or World Orient during the
course of this Offering with or to all information regarding the Company and
World Orient and their respective financial conditions and results of operations
which he or she had requested or desired to know; that all documents which could
be reasonably provided have been made available for his or her inspection and
review; that he or she has been afforded the opportunity to ask questions of and
receive answers from duly authorized representatives of the Company and World
Orient concerning the terms and conditions of the Offering, and any additional
information which he or she had requested.  The Subscriber further
represents and acknowledges that the Subscriber has not seen or received any
advertisement or general solicitation with respect to the sale of any of the
securities of the Company, including, without limitation, the
Securities.

     

    2.5           The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain tax
advice or information.  The Subscriber acknowledges that he or she
must retain his or her own professional advisors to evaluate the tax and other
consequences of an investment in the Securities.

     

    2.6           The
Subscriber acknowledges that this Offering of Shares has not been reviewed or
approved by the United States Securities and Exchange Commission (“SEC”) because
the Offering is intended to be a nonpublic offering pursuant to Section 4(2) of
the Act.  The Subscriber represents that the Securities are being
purchased for his or her own account, for investment and not for distribution or
resale to others.  The Subscriber agrees that he or she will not sell
or otherwise transfer any of the securities comprising the Securities unless
they are registered under the Act or unless an exemption from such registration
is available and, upon the Company’s request, the Company receives an opinion of
counsel reasonably satisfactory to the Company confirming that an exemption from
such registration is available for such sale or transfer.


    
      
         


      

      
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    2.7           The
Subscriber understands that the Securities have not been registered under the
Act by reason of a claimed exemption under the provisions of the Act which
depends, in part, upon his investment intention.  The Subscriber
realizes that, in the view of the SEC, a purchase now with the intention to
distribute would represent a purchase with an intention inconsistent with his or
her representation to the Company, and the SEC might regard such a distribution
as a deferred sale to which such exemption is not available.

     

    2.8           The
Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act
requires, among other conditions, a one year holding period beginning on the
date the Company files current “Form 10 Information” (as such term is defined in
Rule 144(i)(3)) with the SEC prior to the resale (in limited amounts) of
securities acquired in a non-public offering, such as the Offering, without
having to satisfy the registration requirements under the Act.  Except
as specifically set forth in Section 4.1, the Subscriber understands that the
Company makes no representation or warranty regarding its fulfillment in the
future of any reporting requirements under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or its dissemination to the public of any
current financial or other information concerning the Company, as is required by
Rule 144 as one of the conditions of its availability.  The Subscriber
consents that the Company may, if it desires, permit the transfer of the
Securities out of his or her name only when his or her request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the Act,
any applicable state “blue sky” laws or any applicable securities laws of any
other country, province or jurisdiction (collectively, “Securities
Laws”).  The Subscriber agrees to hold the Company, World Orient and
their respective directors, officers and controlling persons and their
respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result of any misrepresentation made by him contained herein or in the Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in
violation of any Securities Laws.

     

    2.9           The
Subscriber consents to the placement of one or more legends on any certificate
or other document evidencing his or her Shares and the Common Stock underlying
the Shares stating that they have not been registered under the Act and are
subject to the terms of this Subscription Agreement, and setting forth or
referring to the restrictions on the transferability and sale
thereof.

     

    2.10           The
Subscriber understands that the Company and World Orient will review this
Subscription Agreement and the Investor Questionnaire and, if the Subscriber is
a natural person, the Company and World Orient are hereby given authority by the
undersigned to call his or her bank or place of employment. The Subscriber
further authorizes the Company and World Orient to review the financial standing
of the Subscriber; and the Subscriber agrees that the Company and World Orient
reserve the unrestricted right to reject or limit any subscription and to close
the offer at any time.

     

    2.11           The
Subscriber hereby represents that the address of Subscriber furnished by him at
the end of this Subscription Agreement and in the Investor Questionnaire is the
undersigned’s principal residence if he or she is an individual or its principal
business address if it is a corporation or other entity.


    
      
         


      

      
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    2.12           The
Subscriber acknowledges that if the Subscriber is a Registered Representative of
a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must
give such firm the notice required by the FINRA Conduct Rules, or any applicable
successor rules of the FINRA, receipt of which must be acknowledged by such firm
on the signature page hereof.  The Subscriber shall also notify the
Company if the Subscriber or any affiliate of Subscriber is a registered
broker-dealer with the SEC, in which case the Subscriber represents that the
Subscriber is purchasing the Securities in the ordinary course of business and,
at the time of purchase of the Securities, has no agreements or understandings,
directly or indirectly, with any person to distribute the Securities or any
portion thereof.

     

    2.13           The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by
either the Company or World Orient or their agents, employees or affiliates and
in entering into this transaction, the Subscriber is not relying on any
information, other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.

     

    2.14           The
Subscriber agrees that he or she will purchase securities in the Offering only
if his or her intent at such time is to make such purchase for investment
purposes and not with a view toward resale.

     

    2.15           If
the undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that:  (i) it was not formed for the purpose of investing in
the Company; (ii) it is authorized and otherwise duly qualified to purchase and
hold the Securities; and (iii) that this Subscription Agreement has been duly
and validly authorized, executed and delivered and constitutes the legal,
binding and enforceable obligation of the undersigned.

     

    2.16           If
the Subscriber is not a United States person, such Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Subscription Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Securities.  Such Subscriber’s
subscription and payment for, and his or her continued beneficial ownership of
the Securities, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.

     

    2.17           The
undersigned hereby covenants and agrees that neither it nor any of its
affiliates has or will have an open position (e.g., short sale) in the Common
Stock prior to the Registration Statement (as defined below) being declared
effective by the SEC with the intent of covering such open position with Common
Stock being registered in the Registration Statement.  The undersigned
hereby acknowledges and understands that the SEC has taken the position that
such an open position would constitute a violation of Section 5 of the
Act.


    
      
         


      

      
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    2.18           The
Subscriber acknowledges that (i) the Offering Memorandum contains material,
non-public information concerning the Company within the meaning of Regulation
FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
non-public information solely for the purpose of considering whether to purchase
the Shares pursuant to a private placement that is exempt from registration
under the Act.  In accordance with Regulation FD and other applicable
provisions of the Securities Laws, the Subscriber agrees to keep such
information confidential and not to disclose it to any other person or entity
except the Subscriber’s legal counsel, other advisors and other representatives
who have agreed (i) to keep such information confidential, (ii) to use such
information only for the purpose set forth above, and (iii) to comply with
applicable securities laws with respect to such information.  In
addition, the Subscriber further acknowledges that the Subscriber and such legal
counsel, other advisors and other representatives are prohibited from trading in
the Company’s securities while in possession of material, non-public information
and agrees to refrain from purchasing or selling securities of the Company until
such material, non-public information has been publicly disseminated by the
Company.  The Subscriber agrees to indemnify and hold harmless the
Company, World Orient and their respective officers, directors, employees and
affiliates and each other person, if any, who controls any of the foregoing,
against any loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty by the Subscriber, or the Subscriber’s breach of, or
failure to comply with, any covenant or agreement made by the Subscriber herein
or in any other document furnished by the Subscriber to the Company, World
Orient or their respective officers, directors, employees or affiliates or each
other person, if any, who controls any of the foregoing in connection with this
transaction.

     

    2.19           The
Subscriber understands and acknowledges that (i) the Securities are being
offered and sold to Subscriber without registration under the Act in a private
placement that is exempt from the registration provisions of the Act under
Section 4(2) of the Act and (ii) the availability of such exemption depends
in part on, and that the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and such Subscriber hereby consents to such
reliance.

     

    3.           Representations by the
Company and World Orient

     

    Except as
set forth in the reports filed by the Company pursuant to the Exchange Act (the
“SEC Reports”), each of the Company and, as applicable, World Orient severally
represent and warrant to the Subscriber that:

     

    3.1           Organization and
Authority.  The Company and World Orient, and each of their
respective subsidiaries, (i) is a corporation and company, respectively, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and formation, respectively, (ii) has all requisite corporate
power and company power, respectively, and authority to own, lease and operate
its properties and to carry on its business as presently conducted, and (iii)
has all requisite corporate power and company power, respectively, and authority
to execute, deliver and perform their obligations under this Subscription
Agreement and the Offering Documents being executed and delivered by it in
connection herewith, and to consummate the transactions contemplated hereby and
thereby.

     

    3.2           Qualifications.  The
Company and World Orient, and each of their respective subsidiaries, is duly
qualified to do business as a foreign corporation and foreign company,
respectively, and is in good standing in all jurisdictions where such
qualification is necessary and where failure so to qualify could have a material
adverse effect on the business, properties, operations, condition (financial or
other), results of operations or prospects of the Company and its subsidiaries
(after the effective time of the Share Exchange), taken as a
whole.


    
      
         


      

      
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    3.3           Capitalization of the
Company.  Immediately after the effective time of the Share
Exchange (but before the closing of this Offering), the authorized capital stock
of the Company will consist of 100,000,000 shares of Common Stock, $0.0001 par
value per share, and 5,000,000 shares of Series A Convertible Preferred Stock,
$0.0001 par value per share, and 5,000,000 shares of “blank check” Preferred
Stock, par value $0.0001 per share.  Of the authorized capital stock
of the Company, immediately after the effective time of the Share Exchange (but
before the closing of this Offering) there will be
outstanding  9,081,000 shares of Common Stock and warrants to purchase
7,096,390 shares of Common Stock at an exercise price of $0.0001, and no options
to purchase shares of Common Stock.  Except as disclosed in the SEC
Reports or the Offering Documents, there are no additional outstanding options,
warrants, script rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for or acquire
from the Company, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. Except as described in
the Offering Documents, the issuance and sale of the Shares will not obligate
the Company to issue shares of Common Stock or other securities to any person
(other than the Subscribers) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities.  The shares of the Company’s capital stock
outstanding immediately after the effective time of the Share Exchange (but
before the closing of the Offering) are or will be duly authorized and validly
issued and are or will be fully paid and nonassessable.  None of the
outstanding shares of Common Stock or options, warrants, or rights or other
securities entitling the holders to acquire Common Stock has been issued in
violation of the preemptive rights of any security holder of the
Company.  No holder of any of the Company’s securities has any rights,
“demand,” “piggy-back” or otherwise, to have such securities registered by
reason of the intention to file, filing or effectiveness of the Registration
Statement (as defined below), except as contemplated by the Exchange
Agreement.  The Shares to be issued to the Subscriber have been duly
authorized, and when issued and paid for in accordance with this Subscription
Agreement, the Common Stock will be duly and validly issued, fully paid and
non-assessable will be duly and validly issued, fully paid and
non-assessable.

     

    3.4           Authorization.  The
Offering Documents have been duly and validly authorized by the Company and
World Orient.  This Subscription Agreement, assuming due execution and
delivery by the Subscriber, when the Subscription Agreement is executed and
delivered by the Company, will be, valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except as the
enforceability hereof and thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in
equity or at law.


    
      
         


      

      
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    3.5           Non-Contravention.  The
execution and delivery of the Offering Documents by the Company and World
Orient, the issuance of the Shares as contemplated by the Offering Documents and
the completion by the Company and World Orient of the other transactions
contemplated by the Offering Documents do not and will not, with or without the
giving of notice or the lapse of time, or both, (i) result in any violation of
any provision of the articles of incorporation or by-laws or similar instruments
of the Company or World Orient or their respective subsidiaries, (ii) conflict
with or result in a breach by the Company or World Orient or their respective
subsidiaries of any of the terms or provisions of, or constitute a default
under, or result in the modification of, or result in the creation or imposition
of any lien, security interest, charge or encumbrance upon any of the properties
or assets of the Company or World Orient or their respective subsidiaries,
pursuant to any agreements, instruments or documents filed as exhibits to the
SEC Reports or any indenture, mortgage, deed of trust or other agreement or
instrument to which World Orient or any of its subsidiaries is a party or by
which World Orient or any of its subsidiaries or any of its properties or assets
are bound or affected, in any such case which would have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and World Orient and their
respective subsidiaries, taken as a whole, or the validity or enforceability of,
or the ability of the Company or World Orient to perform their obligations
under, the Offering Documents, (iii) violate or contravene any applicable law,
rule or regulation or any applicable decree, judgment or order of any court,
United States federal or state regulatory body, administrative agency or other
governmental body having jurisdiction over World Orient or any of its
subsidiaries or any of its respective properties or assets that would have a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company and its
subsidiaries (after the effective time of the Share Exchange), taken as a whole,
or the validity or enforceability of, or the ability of the Company or World
Orient to perform its obligations under, the Offering Documents, or (iv) have
any material adverse effect on any permit, certification, registration,
approval, consent, license or franchise necessary for the Company or its
subsidiaries (after the effective time of the Share Exchange) to own or lease
and operate any of its properties and to conduct any of its business or the
ability of the Company or its subsidiaries to make use thereof.

     

    3.6           Information
Provided.  The Company hereby represents and warrants to the
Subscriber that the information set forth in the Offering Memorandum, the SEC
Reports and any other document provided by the Company (or the Company’s
authorized representatives) to the Subscriber in connection with the
transactions contemplated by this Subscription Agreement, does not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they are made, not misleading, it being understood that for purposes of
this Section 3.6, any statement contained in such information shall be deemed to
be modified or superseded for purposes of this Section 3.6 to the extent that a
statement in any document included in such information which was prepared and
furnished to the Subscriber on a later date or filed with the SEC on a later
date modifies or replaces such statement, whether or not such later prepared and
furnished or filed statement so states.  World Orient hereby
represents and warrants to the Subscriber that the information set forth in the
Offering Memorandum and any other document provided by World Orient (or World
Orient’s authorized representatives) to the Subscriber in connection with the
transactions contemplated by this Subscription Agreement, does not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.


    
      
         


      

      
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    3.7           Absence of Certain
Proceedings.  Except as disclosed in the SEC Reports, neither
the Company nor World Orient is aware of any action, suit, proceeding, inquiry
or investigation before or by any court, public board or body, or governmental
agency pending or threatened against or affecting the Company or World Orient or
any of their respective subsidiaries, in any such case wherein an unfavorable
decision, ruling or finding would have a material adverse effect on the
business, properties, operations, condition (financial or other), results of
operations or prospects of the Company or World Orient, or the transactions
contemplated by the Offering Documents or which could adversely affect the
validity or enforceability of, or the authority or ability of the Company or
World Orient to perform its obligations under, the Offering Documents; and to
the Company’s and World Orient’s knowledge there is not pending or contemplated
any, and there has been no, investigation by the SEC involving the Company or
World Orient or any of their current or former directors or
officers.

     

    3.8           Compliance with
Law.  Neither the Company nor World Orient nor any of their
respective subsidiaries is in violation of or has any liability under any
statute, law, rule, regulation, ordinance, decision or order of any governmental
agency or body or any court, domestic or foreign, except where such violation or
liability would not individually or in the aggregate have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and its subsidiaries (after
the effective time of the Share Exchange), taken as a whole; and to the
knowledge of the Company and World Orient there is no pending investigation that
would reasonably be expected to lead to such a claim.

     

    3.9           Tax
Matters.  The Company and World Orient and each of their
respective subsidiaries has filed all federal, state and local income and
franchise tax returns required to be filed and has paid all taxes shown by such
returns to be due, and no tax deficiency has been determined adversely to the
Company or World Orient or any of their respective subsidiaries which has had
(nor does the Company or World Orient or any of their respective subsidiaries
have any knowledge of any tax deficiency which, if determined adversely to the
Company or World Orient or any of their respective subsidiaries, might have) a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations, or prospects of the Company or any
of its subsidiaries (after the effective time of the Share Exchange), taken as a
whole.

     

    4.           Registration
Rights

     

    4.1           Registration
Requirement.  Subject to the terms and limitations hereof, the
Company shall file a registration statement on Form S-1 or other appropriate
registration document under the Act (the “Registration Statement”) for resale of
the Common Stock underlying the Shares, all shares held by the shareholders of
the Company immediately prior to the Closing Date (the “Registrable Securities”)
and shall use its reasonable best efforts to maintain the Registration Statement
effective for a period of twenty-four (24) months at the Company’s expense (the
“Effectiveness Period”).  The Company shall file such Registration
Statement no later than sixty (60) days after the Closing Date (the
“Registration Filing Date”), and shall use reasonable best efforts to cause such
Registration Statement to become effective within one hundred and fifty (150)
days after the Closing Date, or one hundred eighty (180) days after the Closing
Date if the Registration Statement is subject to a full review by the
SEC.


    
      
         


      

      
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    4.2           Limitation to Registration
Requirement.  Notwithstanding the foregoing, the Company shall
not be obligated to effect any registration of the Registrable Securities or
take any other action pursuant to this Section 4: (i) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Act, or (ii) during any period in which the
Company suspends the rights of a subscriber after giving the Subscriber written
notification of a Potential Material Event (defined below) pursuant to Section
4.6 hereof.

     

    4.3           Expenses of
Registration.  Except as otherwise expressly set forth, the
Company shall bear all expenses incurred by the Company in compliance with the
registration obligation of the Company, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company incurred in connection with any registration,
qualification or compliance pursuant to this Subscription Agreement and all
underwriting discounts, selling commissions and expense allowances applicable to
the sale of any securities by the Company for its own account in any
registration.  All underwriting discounts, selling commissions and
expense allowances applicable to the sale by Subscriber of Registrable
Securities and all fees and disbursements of counsel for the Subscriber shall be
borne by the Subscriber.

     

    4.4           Indemnification.

     

    (a)           To
the extent permitted by law the Company will indemnify each Subscriber, each of
its officers, directors, agents, employees and partners, and each person
controlling such Subscriber, with respect to each registration, qualification or
compliance effected pursuant to this Subscription Agreement, and each
underwriter, if any, and each person who controls any underwriter, and their
respective counsel against all claims, losses, damages and liabilities (or
actions, proceedings or settlements in respect thereof) arising out of or based
on (i) any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document prepared by the
Company (including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or (ii) any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and subject to the provisions of Section 4.4(c) below, will reimburse each such
Subscriber, each of its officers, directors, agents, employees and partners, and
each person controlling such Subscriber, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses as they
are reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement (or
alleged untrue statement) or omission (or alleged omissions) based upon written
information furnished to the Company by (or on behalf of) such Subscriber or
underwriter, or if the person asserting any such loss, claim, damage or
liability (or action or proceeding in respect thereof) did not receive a copy of
an amended preliminary prospectus or the final prospectus (or the final
prospectus as amended and supplemented) at or before the written confirmation of
the sale of such Registrable Securities to such person because of the failure of
the Subscriber or underwriter to so provide such amended preliminary or final
prospectus (or the final prospectus as amended and supplemented); provided,
however, that the indemnity agreement contained in this subsection shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability or action to
the extent that it arises out of or is based upon a violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by the Subscriber, any such partner,
officer, director, employee, agent or controlling person of such Subscriber, or
any such underwriter or any person who controls any such underwriter; provided,
however, that the obligations of the Company hereunder shall be limited to an
amount equal to the portion of net proceeds represented by the Registrable
Securities pursuant to this Subscription Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)           To
the extent permitted by law, each Subscriber whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Subscription Agreement will indemnify the Company, and its directors,
officers, agents, employees and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of the Act and the rules and
regulations thereunder, each other such Subscriber and each of their officers,
directors, partners, agents and  employees, and each person
controlling such Subscriber, and their respective counsel against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and such Subscribers,
directors, officers, partners, persons, underwriters or control persons for any
legal or any other expenses as they are reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Subscriber; provided, however, that the
obligations of any Subscriber hereunder shall be limited to an amount equal to
the net proceeds to such Subscriber from Registrable Securities sold under such
registration statement, prospectus, offering circular or other document as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Subscriber, which consent shall not be unreasonably withheld
or delayed.

     

    (c)               Each
party entitled to indemnification under this Section (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall
be approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party’s expense; and provided further that if any Indemnified Party reasonably
concludes that there may be one or more legal defenses available to it that are
not available to the Indemnifying Party, or that such claim or litigation
involves or could have an effect on matters beyond the scope of this
Subscription Agreement, then the Indemnified Party may retain its own counsel at
the expense of the Indemnifying Party; and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Subscription Agreement unless
and only to the extent that such failure to give notice results in material
prejudice to the Indemnifying Party.  No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.  Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.


    
      
         


      

      
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    (d)               If
the indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

     

    4.5           Transfer or Assignment of
Registration Rights. The Registrable Securities, and any related benefits
to the Subscriber hereunder may be transferred or assigned by the Subscriber to
a permitted transferee or assignee, provided that the Company is given written
notice of such transfer or assignment, stating the name and address of said
transferee or assignee and identifying the Registrable Securities with respect
to which such registration rights are being transferred or assigned; provided
further that the transferee or assignee of such Registrable Securities shall be
deemed to have assumed the obligations of the Subscriber under this Subscription
Agreement by the acceptance of such assignment and shall, upon request from the
Company, evidence such assumption by delivery to the Company of a written
agreement assuming such obligations of the Subscriber.

     

    4.6           Registration
Procedures.  In the case of the registration effected by the
Company pursuant to this Subscription Agreement, the Company will keep the
Subscriber advised in writing as to the initiation of each registration and as
to the completion thereof.  The Company will:

     

    (a)           Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Act with respect to the
disposition of securities covered by such registration
statement;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (b)           Respond
as promptly as reasonably practicable to any comments received from the SEC with
respect to a registration statement or any amendment thereto.

     

    (c)           Notify
the Subscriber as promptly as reasonably practicable and (if requested by any
such person) confirm such notice in writing no later than one (1) trading day
following the day (A) when a prospectus or any prospectus supplement or
post-effective amendment to a registration statement is proposed to be filed and
(B) with respect to a registration statement or any post-effective amendment,
when the same has become effective;

     

    (d)           Furnish
such number of prospectuses and other documents incident thereto, including
supplements and amendments, as the Subscriber may reasonably
request;

     

    (e)           Furnish
to the Subscriber, upon request, a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such registration
statement other than non-substantive cover letters and the like;

     

    (f)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a registration
statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment; and

     

    (g)           Use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC.

     

    Notwithstanding
the foregoing, if at any time or from time to time after the date hereof, the
Company notifies the Subscriber in writing of the existence of an event or
circumstance that is not disclosed in the Registration Statement and that may
have a material effect on the Company or its business (a “Potential Material
Event”), the Subscriber shall not offer or sell any Registrable Securities, or
engage in any other transaction involving or relating to the Registrable
Securities, from the time of the giving of notice with respect to a Potential
Material Event until the Company notifies the Subscriber that such Potential
Material Event either has been added to the Registration Statement by amendment
or supplement or no longer constitutes a Potential Material Event; provided, that the
Company may not so suspend the right of Subscriber for more than one hundred and
twenty (120) days in the aggregate.

     

    4.7           Statement of Beneficial
Ownership.  The Company may require the Subscriber to furnish
to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Subscriber and the controlling person thereof and any
other such information regarding the Subscriber, the Registrable Securities held
by the Subscriber and the intended method of disposition of such securities as
shall be reasonably required with respect to the registration of the
Subscriber’s Registrable Securities.  The Subscriber hereby
understands and agrees that the Company may, in its sole discretion, exclude the
Subscriber’s shares of Common Stock from the Registration Statement in the event
that the Subscriber fails to provide such information requested by the Company
within the time period reasonably specified by the Company or is required to do
so by law or the SEC.

     

    4.8           Compliance.  Subscriber
covenants and agrees that if the Shares are sold under a registration statement,
that the Shares will only be disposed of pursuant to an effective
statement  under, and in compliance with the requirements of, the Act,
including in accordance with the plan of distribution set forth in the
registration statement and in compliance with the prospectus delivery
requirements of the Act as applicable to such Subscriber in connection with
sales of Registrable Securities pursuant to the registration statement required
hereunder.  Subscriber understands and acknowledges that the Company
and the Company’s counsel may rely on the statements and covenants made in this
Section for purposes of providing a legal opinion to the transfer agent for
removal of a restrictive legend under the Act.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    4.9           Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective registration statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of others under the Act of any of its Common Stock, other than an
offering of securities issued pursuant to a Strategic Issuance (as defined
below) and other than a Form S-4 or Form S-8 registration statement (each as
promulgated under the Act or their then equivalents relating to equity
securities to be issued solely in connection with any business combination
transaction, acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans), then the
Company shall send to the  Subscriber (together with any other holders
of its Common Stock possessing “piggyback registration rights” comparable to
those granted to the Subscriber hereunder (“Rightsholders”)) written notice of
such determination and, if within fifteen (15) days after receipt of such
notice, the Subscriber shall so request in writing, the Company shall include in
such registration statement all or any part of such Registrable Securities such
Subscriber requests to be registered; provided that the Company shall not be
required to register any Registrable Securities pursuant to this Section that
are eligible for resale pursuant to Rule 144 promulgated under the Act; and
provided further that the Company may, without the consent of the Subscriber,
withdraw such registration statement before its becoming effective if the
Company or other stockholders have elected to abandon the proposal to register
the securities proposed to be registered thereunder.  If the
registration statement is being filed for an underwritten public offering, the
Subscriber must timely execute and deliver the usual and customary agreement
among the Company, such Subscriber and the underwriters relating to the
registration including a lock-up agreement if requested by the underwriters with
respect to any shares of Common Stock not included in the registration, on terms
no less favorable than those agreed to by the Company, its directors and its
officers.  If the registration statement is being filed for an
underwritten offer and sale by the Company of securities for its own account and
the managing underwriters advise the Company in writing that in their opinion
the offering contemplated by the registration statement cannot be successfully
completed if the Company were to also register the Registrable Shares of the
Subscriber requested to be included in such registration statement, then the
Company will include in the registration: (i) first, any securities the Company
proposes to sell, (ii) second, any securities of any person whose securities are
being registered as a result of the exercise of a demand registration right, and
(iii) third, that portion of the aggregate number of shares being requested for
inclusion in the registration statement by (X) the Subscriber and (Y) all other
Rightsholders, which in the opinion of such managing underwriters can
successfully be sold, such number of shares to be taken pro rata from the
Rightsholders on the basis of the total number of shares being requested for
inclusion in the registration statement by each
Rightsholder.  “Strategic Issuance” shall mean an issuance of
securities: (i) in connection with a “corporate partnering” transaction or a
“strategic alliance” (as determined by the Board of Directors of the Company in
good faith); (ii) in connection with any financing transaction in respect of
which the Company is a borrower; or (iii) to a vendor, lessor, lender, or
customer of the Company, or a research, manufacturing or other commercial
collaborator of the Company, in a transaction approved by the Board of
Directors, provided in any case, that such issuance is not being made primarily
for the purpose of avoiding compliance with this Subscription
Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    4.10           “Lock-Up”
Agreement.  The Subscriber agrees that, during the period from the
date hereof until that date that is fourteen (14) months following the date on
which the Company's Common Stock begins to be listed or quoted on either the New
York Stock Exchange, NYSE Alternext (formerly the American Stock Exchange),
NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the
"Listing Date")
that, it, he or she shall not, directly or indirectly sell, assign, exchange,
distribute, offer to sell, contract to sell (including, without limitation, any
short sale), hypothecate, pledge, grant any option to purchase or otherwise
transfer or dispose of any Shares of the Company held by it, him or her and
purchased further to this Subscription Agreement, at any time during such
period, except that one-twelfth (1/12) of the Shares acquired hereunder shall be
automatically released from this lock-up provision on the date that is ninety
(90) days after the Listing Date (the “Initial Release
Date”) and then the Shares will be released every thirty (30) days
after the Initial Release Date on a pro rata basis over the eleven (11) months
following the Initial Release Date.  WestPark Capital, Inc., in its
discretion, may release some or all the Shares earlier than the schedule set
forth in this Section. In
order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to and place restrictive legends on the certificates
evidencing the Shares of the Company, and the Subscriber agrees to further
execute a lock-up agreement which encompasses the terms of this Section 4.10, in
substantially the form attached hereto as Exhibit
B.

     

    5.           Miscellaneous

     

    5.1           Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at Zhengzhou Shenyang Technology Company Limited,
Building 28, Huzhu Road, Zhongyuan District, Zhengzhou, People’s Republic of
China, Attention: Zhong Bo with a copy to (which shall
not constitute notice) K&L Gates LLP, 10100 Santa Monica Blvd., Seventh
Floor, Los Angeles, California 90067, Attention: Thomas J. Poletti, Esq., and to
the Subscriber at his address indicated on the signature page of this
Subscription Agreement.  Notices shall be deemed to have been given
three (3) business days after the date of mailing, except notices of change of
address, which shall be deemed to have been given when received.

     

    5.2           This
Subscription Agreement may be amended through a written instrument signed by the
Subscriber, World Orient and the Company; provided, however, that the terms of
Section 4 of
this Subscription Agreement may be amended without the consent or approval of
the Subscriber so long as such amendment applies in the same fashion to the
subscription agreements of all of the other subscribers for Shares in the
Offering and at least holders of a majority of the Shares sold in the Offering
have given their approval of such amendment, which approval shall be binding on
all holders of Shares.

     

    5.3           This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns.  This Subscription Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    5.4           Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Delaware.

     

    5.5           This
Subscription Agreement may be executed in counterparts.  It shall not
be binding upon the Company and World Orient unless and until it is accepted by
the Company and World Orient.  Upon the execution and delivery of this
Subscription Agreement by the Subscriber, this Subscription Agreement shall
become a binding obligation of the Subscriber with respect to the purchase of
Shares as herein provided; subject, however, to the right hereby reserved to the
Company to enter into the same agreements with other subscribers and to add
and/or to delete other persons as subscribers.  This Subscription
Agreement may be executed and delivered by facsimile or by scanned
email.

     

    5.6           The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force and
effect.

     

    5.7           It
is agreed that a waiver by either party of a breach of any provision of this
Subscription Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.

     

    5.8           The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

     

    5.9           The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law, provided that the Company may
provide information relating to the Subscriber as required in any registration
statement under the Act that may be filed by the Company pursuant to the
requirements of this Subscription Agreement.

     

    5.10           The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other
Subscribers”), and the Subscriber shall not be responsible in any way for
the performance of the obligations of any Other Subscribers.  Nothing
contained herein or in any other agreement or document delivered at the Closing,
and no action taken by the Subscriber pursuant hereto, shall be deemed to
constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated by
this Subscription Agreement.  The Subscriber shall be entitled to
protect and enforce the Subscriber’s rights, including without limitation the
rights arising out of this Subscription Agreement, and it shall not be necessary
for any Other Subscriber to be joined as an additional party in any proceeding
for such purpose.  The language used in this Subscription Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any
party.  The Subscriber is not acting as part of a “group” (as that
term is used in Section 13(d) of the Exchange Act) in negotiating and entering
into this Subscription Agreement or purchasing the Shares or acquiring,
disposing of or voting any of the underlying shares of Common
Stock.  The Company hereby confirms that it understands and agrees
that the Subscriber is not acting as part of any such group.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    [SIGNATURE PAGE FOLLOWS]


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         

                                      	 
      	
                                         

                                      
	
                                        Full
      Legal  Name of Subscriber (Please print)

                                      	 
      	
                                        Full
      Legal  Name of Co-Subscriber (if applicable)

                                      
	 
      	 
      	 
      
	
                                         

                                      	 
      	
                                         

                                      
	
                                        Signature
      of (or on behalf of) Subscriber

                                      	 
      	
                                        Signature
      of or on behalf of Co-Subscriber (if applicable)

                                      
	
                                        Name:

                                      	 
      	 
      
	
                                        Title:

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                         

                                      	 
      	
                                         

                                      
	
                                        Address
      of Subscriber

                                      	 
      	
                                        Address
      of Co-Subscriber (if applicable)

                                      
	 
      	 
      	 
      
	
                                         

                                      	 
      	
                                         

                                      
	
                                        Social
      Security or Taxpayer

                                      	 
      	
                                        Social
      Security or Taxpayer Identification

                                      
	
                                        Identification
      Number of Subscriber

                                      	 
      	
                                        Number
      of Co-Subscriber (if applicable)

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                         

                                      	 
      	 
      
	
                                        Number
      of Shares Subscribed For

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Subscription
Agreed to and Accepted

     

    
      
        
          
            
              
                
                  
                    	
                            SRKP
      18, INC.

                          	 
      	
                            WORLD
      ORIENT UNIVERSAL LIMITED

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	 
      	 
      	
                            By:

                          	 
      
	
                            Name:

                          	 
      	 
      	
                            Name:

                          	 
      
	
                            Title:

                          	 
      	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    Exhibit
A-1

     

    Corporate Investor
Questionnaire

     

    
      
        

      

    

     

    Name:


      
        

      

    

    


    IMPORTANT:

    Please
Complete

    


    


    CORPORATE
INVESTOR QUESTIONNAIRE

    
       

      
        

      

    

    


    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

    


    SRKP 18,
Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    World
Orient Universal Limited

    c/o Zhengzhou Shenyang
Technology Company Limited

    Building
28, Huzhu Road

    Zhongyuan
District, Zhengzhou

    People’s
Republic of China

    Attn:
Zhong Bo

    


    The information contained in this
Corporate Investor Questionnaire is being furnished in order to determine
whether the undersigned Corporation’s subscription to purchase shares of Series
A Convertible Preferred Stock (the “Shares”) of SRKP 18, Inc. (the “Company”)
may proceed.

    


    This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the
“Placement Agent”) via facsimile at (323) 443-3531 or via electronic format
(e.g., PDF) to dcabo@wpcapital.com and the original delivered to WestPark
Capital, Inc. at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067,
Attention: Diane Cabo.  Please keep a copy for your
files.


    
      
         


      

      
        A-1
(1)

        
          

        

      

      
         


      

    


    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.  The undersigned Corporation understands, however,
that the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws.  Further, the undersigned Corporation understands
that the offering required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.

    


    
      	
              I.

            	
              PLEASE
      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
      CORPORATION.

            


    

    
      
      

    

    


    
      	
              
              

            	
               ̈ 1.

            	
              Each
      of the shareholders of the undersigned Corporation is able to certify that
      such shareholder meets at least one of the following two
      conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      shareholder is a natural person whose individual net worth* or joint net
      worth with his or her spouse exceeds $1,000,000;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      shareholder is a natural person who had an individual income* in excess of
      $200,000 in each of the previous two years and who reasonably expects an
      individual income in excess of $200,000 this
  year.

            


    

    


    
      	
              
              

            	
               ̈
2.

            	
              Each
      of the shareholders of the undersigned Corporation is able to certify that
      such shareholder is a natural person who, together with his or her spouse,
      has had a joint income in excess of $300,000 in each of the previous two
      years and who reasonably expects a joint income in excess of $300,000 this
      year.

            


    

    


    
      	
              
              

            	
               ̈
3.

            	
              The
      undersigned Corporation: (a) was not formed for the specific purpose of
      acquiring the Shares; and (b) has total assets in excess of
      $5,000,000.

            


    

    
       

      
        

      

    

    


    
      	
              *

            	
              For
      purposes of this Questionnaire, the term “net worth” means the excess of
      total assets over total liabilities. In determining income, an investor
      should add to his or her adjusted gross income any amounts attributable to
      tax-exempt income received, losses claimed as a limited partner in any
      limited partnership, deductions claimed for depletion, contributions to
      IRA or Keogh retirement plans, alimony payments and any amount by which
      income from long-term capital gains has been reduced in arriving at
      adjusted gross income.

            


    


    
      
         


      

      
        A-1
(2)

        
          

        

      

      
         


      

    

    


    IF YOU
CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON
(UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS
AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR
QUESTIONNAIRE (PAGES A-1 (2) TO A-1 (6)).

    


    II.           OTHER
CERTIFICATIONS

    


    By
signing the Signature Page, the undersigned certifies the
following:

    


    
      	
               
      

            	
              (a)

            	
              that
      the Corporation’s purchase of  Shares will be solely for the
      Corporation’s own account and not for the account of any other person or
      entity;

            


    

    


    
      	
               
      

            	
              (b)

            	
              that
      the Corporation’s name, address of principal office, place of
      incorporation and taxpayer identification number as set forth in this
      Questionnaire are true, correct and complete;
  and

            


    

    


    
      	
              
              

            	
              (c) 

            	
              that
      one of the following is true and correct (check
  one):

            


    

    


    
      
        	
                
                

              	
                o (i)

              	
                the
      Corporation is a corporation organized in or under the laws of the United
      States or any political subdivision
thereof.

              


      

    

    


    
      	
              
              

            	
              o (ii)

            	
              the
      Corporation is a corporation which is neither created nor
      organized in or under the United States or any political subdivision
      thereof, but which has made an election under either Section 897(1) or
      897(k) of the United States Internal Revenue Code of 1986, as amended, to
      be treated as a domestic corporation for certain purposes of United States
      federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
      ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS
      QUESTIONNAIRE IF THIS PROVISION IS
APPLICABLE).

            


    

    


    
      	
              
              

            	
              o (iii)

            	
              neither
      (1) nor (ii) above is true.

            


    


    
      
         


      

      
        A-1
(3)

        
          

        

      

      
         


      

    


    III.
GENERAL INFORMATION

    


    (a)            PROSPECTIVE
PURCHASER (THE CORPORATION)

     

    Name:______________________________________________________________________________________________

     

    Principal
Place of
Business:_______________________________________________________________________

            
(Number and Street)

    


    

      
        

      

    

    (City)                                                             
           
                (State)                        
            (Zip
Code)

     

    Address
for Correspondence (if
different):____________________________________________________________

                    
(Number and Street)

    


    

      
        

      

    

    (City)                                                             
           
                (State)  
(Zip Code)

    


    Telephone
Number:_____________________________________________________________________________

    (Area
Code)                                  (Number)

    


    Facsimile
Number:
______________________________________________________________________________

    (Area
Code)                                  (Number)

    


    State of
Incorporation:___________________________________________________________________________

    


    Date of
Formation:______________________________________________________________________________

    


    Taxpayer
Identification
Number:____________________________________________________________________

    


    
      FINRA
Affiliation or Association of the Corporation, if
any:_______________________________________________

       

    

    
      	
                                                        
      If none, check here

            	
               ̈

            


    

    


    Number of
Shareholders:_______________________________________________________________

     

    
      	
               
      

            	
              (b)

            	
              INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
      CORPORATION

            


    

    


    Name:_______________________________________________________________________________________________

    


    Position
or
Title:_______________________________________________________________________________________


    
      
         


      

      
        A-1
(4)

        
          

        

      

      
         


      

    


    IV.
BENEFICIAL, OWNERSHIP

    


    List the
name, address, title, phone number and email address of the natural person or
persons who will possess voting and investment power over the Shares subscribed
for herein:

     

    Name of
Natural
Person(s):________________________________________________________

     

    Address:______________________________________________________________________

     

    _____________________________________________________________________________

    


    Title (if
any):___________________________________________________________________

    


    Phone:________________________________________________________________________

    


    Email
address (if
any):____________________________________________________________

    


    V.
SIGNATURE

    


    The
Signature Page to this Questionnaire is contained on page A-1 (6), entitled
Corporation Signature Page.


    
      
         


      

      
        A-1
(5)

        
          

        

      

      
         


      

    


    Corporation
Signature Page 

       

      
        

      

    

    


    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

     

    
      
 

    1.           The
undersigned Corporation represents that (a) the information contained in this
Questionnaire is complete and accurate and (b) the Corporation will immediately
notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
Angeles, CA 90067, Attention: Diane Cabo, phone number (310) 203-2928, facsimile
(323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California  91403, phone number (818) 444-4500,
facsimile (818) 444-4520 if any material change in any of the information occurs
prior to the acceptance of the undersigned Corporation’s subscription and will
promptly send the foregoing written confirmation of such change.

    


    2.           The
undersigned Corporation hereby represents and warrants that the person signing
this Questionnaire on behalf of the Corporation has been duly authorized by all
requisite action on the part of the Corporation to acquire the Shares and sign
this Questionnaire and this Subscription Agreement on behalf of the Corporation
and, further, that the undersigned Corporation has all requisite authority to
purchase the Shares and enter into the Subscription Agreement.

    


    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	
                          Date

                        	 
      	
                          Name
      of Corporation (Please Type or Print)

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        
	 
      	 
      	
                          Signature

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          (Please
      Type or Print)

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Title:

                        
	 
      	 
      	
                          (Please
      Type or
Print)

                        


                

              

            

          

        

      

    

    


    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.


    
      
         


      

      
        A-1
(6)

        
          

        

      

      
         


      

    


    Exhibit
A-2

    Individual
Investor Questionnaire

     

    
      

    

    


    Name:__________________________________


      
        

      

    

    


    IMPORTANT:

    Please
Complete

    


    INDIVIDUAL
INVESTOR QUESTIONNAIRE

     

    
      
        

      

    

    


    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

     

      
        

      

    

    


    SRKP 18,
Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    World
Orient Universal Limited

    c/o Zhengzhou Shenyang
Technology Company Limited

    Building
28, Huzhu Road

    Zhongyuan
District, Zhengzhou

    People’s
Republic of China

    Attn:
Zhong Bo

    


    The information contained in this
Individual Investor Questionnaire is being furnished in order to determine
whether the undersigned’s subscription to purchase shares of Series A
Convertible Preferred Stock (the “Shares”) of SRKP 18, Inc. (the “Company”) may
proceed.

    


    This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the
“Placement Agent”) via facsimile at (323) 443-3531 or electronic format (e.g.,
PDF) to dcabo@wpcapital.com and the original delivered to WestPark Capital, Inc.
at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Diane
Cabo.  Please keep a copy for your files.


    
      
         


      

      
        A-2
(1)

        
          

        

      

      
         


      

    


    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.  The undersigned Corporation understands, however,
that the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws.  Further, the undersigned Corporation understands
that the offering required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.

    
       

      
        

      

    

    IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE
(PAGE A-2 (5)).

    
      

    

     

    
      

    

    IF YOU
ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL
OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-2 (1) to A-2
(5) and return both completed Questionnaires to WestPark Capital, Inc. in the
same envelope.

    
      

    

     

    
      	
              I. 

            	
              PLEASE
      INDICATE DESIRED TYPE OF OWNERSHIP OF
SHARES:

            


    

    


     ̈           Individual

    


     ̈           Joint
Tenants (rights of survivorship)

    


     ̈           Tenants
in Common (no rights of survivorship)

    


    
      	
              II.

            	
              PLEASE
      CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
  YOU.

            


    

    


    
      	
              
              

            	
               ̈

            	
              1.           I
      have an individual net worth* or joint net worth with my spouse
      in
      excess of $1,000,000.

            


    

    


    
      	
              
              

            	
               ̈

            	
              2.          I
      have had an individual income* in excess of $200,000 in each of the
      previous two years and I reasonably expect an individual income in excess
      of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE,
      YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF
      THESE YEARS IN ORDER TO CHECK THIS
BOX.

            


    

    


    
      	
              
              

            	
               ̈

            	
              3.          
      My spouse and I have had a joint income* in excess of $300,000 in each of
      the previous two years and I reasonably expect a joint income in excess of
      $300,000 this year.

            


    

    


    
      	
              
              

            	
               ̈

            	
              4.          I
      am a director and/or an executive officer of Company as such terms are
      defined in Regulation D promulgated under the Securities Act of1933, as
      amended.

            


    


    
      
         


      

      
        A-2
(2)

        
          

        

      

      
         


      

    

     

      
        

      

    

    * For
purposes of this Questionnaire, the term “net worth” means the excess of total
assets over total liabilities. In determining income, an investor should add to
his or her adjusted gross income any amounts attributable to tax-exempt income
received, losses claimed as a limited partner in any limited partnership,
deductions claimed for depletion, contributions to IRA or Keogh retirement
plans, alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.


    
      
         


      

      
        A-2
(3)

        
          

        

      

      
         


      

    


    III.
OTHER CERTIFICATIONS

    


    By
signing the Signature Page, I certify the following (or, if I am purchasing
Shares with my spouse as co-owner, each of us certifies the
following):

    


    
      	
              
              

            	
              (a) 

            	
              that
      I am at least 21 years of age;

            


    

    


    
      	
               
      

            	
              (b)

            	
              that
      my purchase of  Shares will be solely for my own account and not
      for the account of any other person (other than my spouse, if
      co-owner);

            


    

    


    
      	
               
      

            	
              (c)

            	
              that
      the name, home address and social security number or taxpayer
      identification number as set forth in this Questionnaire are true, correct
      and complete; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              that
      one of the following is true and correct (check
  one):

            


    

     

    Spouse, if
Co-owner

    


    
      	
              
                 ̈

              

            	
               ̈

            	
              (i)        
        I am a United States citizen or resident of the United States
      for United States federal income tax
purposes.

            


    

    


    
      	
              
                 ̈

              

            	
               ̈

            	
              (ii)      
         I am neither a United States citizen nor a resident of
      the United States for United States federal income tax
      purposes.

            


    

    


    IV.
GENERAL INFORMATION

    


    (a)           PERSONAL
INFORMATION

     

    Name:_________________________________________________________________________________________

     

    Social
Security or Taxpayer Identification
Number:_______________________________________________________

    


    Residence
Address:_______________________________________________________________________________

    (Number
and Street)

     

     

      
        

      

    

    (City)                                                                                    
                 (State)     (Zip
Code)

    


    Residence
Telephone
Number:______________________________________________________________________

     (Area
Code)                                 
  (Number) 

     

    Residence
Facsimile
Number:_______________________________________________________________________

    (Area
Code)                                  (Number)

     

    Name of
Business:_______________________________________________________________________________

    


    Business Address:_______________________________________________________________________________

    (Number and Street)

     

     

      
        

      

    

    (City)                                                                                    
                 (State)     (Zip
Code)


    
      
         


      

      
        A-2
(4)

        
          

        

      

      
         


      

    


    Business Telephone
Number:_______________________________________________________________________

                                       
                                                    (Area
Code)                                                     (Number)

     

    Business
Facsimile
Number:________________________________________________________________________

                                                                                            (Area
Code)                                                     (Number)

    


    I prefer
to have correspondence sent to:    ̈ Residence  
 ̈
Business

    


    FINRA
Affiliation or Association, if
any:_____________________________________________________________

    


    If none, check here  ̈

    


    Spouse, if Potential
Co-owner

    


    Name:__________________________________________________________________________________________

    


    Social
Security or Taxpayer Identification
Number:_____________________________________________________

    


    Residence
Address:________________________________________________________________________________

    (Number
and Street)

    

       

      
        

      

    

    (City)                                                                                    
                 (State)     (Zip
Code)

    


    Residence
Telephone
Number:______________________________________________________________________

    


    
      
        
          
            
              	
                      Name
      of Business:

                    	 
      	 
      	 
	 
      	 
      	 
      	 
	
                      Business
      Address:

                    	 
      	 
      	 
	 
      	 
      	
                      (Number
      and Street)

                    	 


            

          

        

      

    

    


    

      
        

      

    

    (City)                                                                                     (State)

    


    I prefer
to have correspondence sent to:    ̈
Residence     ̈
Business

    


    FINRA
Affiliation or Association, if
any:___________________________________________________________

     

    If none,
check here    ̈

    


    V.           SIGNATURE

    


    The
Signature Page to this Questionnaire is contained on page A-2 (5), entitled
Individual Signature Page.


    
      
         


      

      
        A-2
(5)

        
          

        

      

      
         


      

    

    


    INDIVIDUAL
SIGNATURE PAGE 

       

      
        

      

    

    


    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

     

    
      

    

    
    

     

    1.           The
undersigned represents that (a) the information contained in this Questionnaire
is complete and accurate, and (b) he/she will immediately notify
(i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
Angeles, CA 90067, Attention: Diane Cabo, phone number (310) 203-2928, facsimile
(323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California  91403, phone number (818) 444-4500,
facsimile (818) 444-4520 if any material change in any of the information occurs
prior to the acceptance of the undersigned’s subscription and will promptly send
the foregoing written confirmation of such change.

    


    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	
                          Date:

                        	 
      	
                          Name
      (Please Type or Print)

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Signature

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Name
      of Spouse if Co-owner

                        
	 
      	 
      	
                          (Please
      Type or Print)

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Signature
      of Spouse if
Co-owner

                        


                

              

            

          

        

      

    

    


    IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE
(PAGE A-2 (5)). IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR
SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy
of pages A-2 (1) to A-2 (5) and return both completed Questionnaires to WestPark
Capital, Inc. in the same envelope.

    


    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.


    
      
         


      

      
        A-2
(6)

        
          

        

      

      
         


      

    

     

    Exhibit
A-3

    


    Limited Partnership Investor
Questionnaire


    
      


      
        
          	
                   

                  Name:

                


        

      

       

    

    IMPORTANT:


    Please
Complete:

    


    LIMITED
PARTNERSHIP INVESTOR QUESTIONNAIRE

    
       

      
        

      



    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

     

    
      

    

    
SRKP 18,
Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    World
Orient Universal Limited

    c/o Zhengzhou Shenyang
Technology Company Limited

    Building
28, Huzhu Road

    Zhongyuan
District, Zhengzhou

    People’s
Republic of China

    Attn:
Zhong Bo

    


    The
information contained in this Limited Partnership Investor Questionnaire is
being furnished in order to determine whether the undersigned Limited
Partnership’s subscription to purchase shares of Series A Convertible Preferred
Stock (the “Shares”) of SRKP 18, Inc. (the “Company”) may proceed.

    


    This
Questionnaire should be completed, signed, dated and a copy should be sent to
WestPark Capital, Inc. (the “Placement Agent”) via facsimile at (323) 443-3531
or electronic format (e.g., PDF) to dcabo@wpcapital.com and the original
delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars, Suite 310, Los
Angeles, CA 90067, Attention: Diane Cabo.  Please keep a copy for your
files.



    
      
         


      

      
        A-3
(1)

        
          

        

      

      
         


      

    

     

    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The
undersigned Limited Partnership understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Shares in the Company
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or “blue sky”
laws.  Further, the undersigned Limited Partnership understands that
the offering required to be reported to the Securities and Exchange Commission
and to various state securities or “blue sky” regulators.

    


    I.            PLEASE
CHECK THE STATEMENT BELOW, IF IT APPLIES TO THE LP.

    


    
      	
               
      

            	
               ̈

            	
              The
      undersigned Limited Partnership: (a) was not formed for the specific
      purpose of acquiring the Shares, and (b) has
      total assets in excess of
$5,000.000.

            


    

    


    II.          OTHER
CERTIFICATIONS

    


    By
signing the Signature Page, the undersigned certifies that the Limited
Partnership’s name, address of principal office, place of organization and
taxpayer identification number as set forth in this Questionnaire are true,
correct and complete; and

    


    III.
GENERAL INFORMATION

    


    (a)            PROSPECTIVE
PURCHASER (THE LIMITED PARTNERSHIP)

    


    Name:_________________________________________________________________________________

     

    Principal
Place of Business:
________________________________________________________________

     (Number
and Street)

    


    _________________________________________________________________________________

    (City)                                                                            (State)                                (Zip
Code)

     

    Address
for Correspondence (if different):
____________________________________________

    (Number and Street)


    


    _________________________________________________________________________________

    (City)                                                                            (State) (Zip Code)

    


    Telephone
Number:
___________________________________________________________________

    (Area
Code)                                  (Number)

     

    
      Facsimile Number:
___________________________________________________________________

      (Area
Code)                                  (Number)

       

    

    
      
         


      

      
        A-3
(2)

        
          

        

      

      
         


      

    


    State of
Formation: _________________________________________________________________________________

    


    Date of
Formation: _________________________________________________________________________________

    


    Taxpayer
Identification Number:
______________________________________________

    


    
      FINRA
Affiliation or Association of the Corporation, if any:
___________________________

    

     

    If none,
check here           ̈

     

    
      
        	
              	
                (c) 

              	
                INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
      PARTNERSHIP

              


      

    

    


    Name: _________________________________________________________________________________

    


    Position
or
Title: _________________________________________________________________________________

    


    IV.
SIGNATURE

    


    The
Signature Page to this Questionnaire is contained on page A-3 (4), entitled
Limited Partnership Signature Page.


    
      
         


      

      
        A-3
(3)

        
          

        

      

      
         


      

    


    Limited
Partnership Signature Page

    
       

      
        

      

       

    

    SRKP
18, INC.

    


    WORLD
ORIENT UNIVERSAL LIMITED

     

    
      
        

      

    

    


    1. The
undersigned Limited Partnership represents that (a) the information contained in
this Questionnaire is complete and accurate, and (b) the Limited Partnership
will immediately notify (i) WestPark Capital, Inc., 1900 Avenue of the
Stars, Suite 310, Los Angeles, CA 90067, Attention: Diane Cabo, phone number
(310) 203-2928, facsimile (323) 443-3531 and (ii) Scott Galer, Esq.,
counsel to WestPark Capital, Inc., at Stubbs, Alderton & Markiles, LLP,
15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California  91403, phone number (818) 444-4500,
facsimile (818) 444-4520 if any material change in any of the information occurs
prior to the acceptance of the undersigned’s subscription and will promptly send
the foregoing written confirmation of such change.

    


    2. The
undersigned Limited Partnership hereby represents and warrants that the person
or entity signing this Questionnaire on behalf of the Limited Partnership has
been duly authorized by all requisite action on the part of the Limited
Partnership to sign this Questionnaire and this Subscription Agreement on behalf
of the Limited Partnership and, further, that the undersigned Limited
Partnership has all requisite authority to purchase the Shares and enter into
the Subscription Agreement.

    


    
      
        
          
            
              
                	 	 
      	 
      
	
                        Date

                      	
                        Name
      of Limited Partnership

                      
	 
      	
                        (Please
      Type or Print)

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Signature

                      


              

            

          

        

      

    

    


    
      
        
          	 
      	
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                  Title:

                	 
      
	 
      	
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    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.


    
      
         


      

      
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    Exhibit
B

    


    LOCK-UP
AGREEMENT

    


    ZST
Digital Networks, Inc.

    World
Orient Universal Limited

    c/o Zhengzhou Shenyang
Technology Company Limited

    Building
28, Huzhu Road

    Zhongyuan
District, Zhengzhou

    People’s
Republic of China

    Attn:
Zhong Bo

    


    WestPark
Capital, Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    


    


    The undersigned, being a security
holder of ZST Digital Networks, Inc. (formerly known as SRKP 18, Inc. and
referred to herein as the “Company”) and
receiving his/her/its shares of the Company’s common stock (the “Company Common
Stock”) upon the conversion of his/her/its shares of Series A Convertible
Preferred Stock as an investor in the Company’s private offering that closed on
__________, 2008 (the “Private Offering”),
hereby delivers this Lock-up Agreement to the Company.

    


    The undersigned recognizes that it is
in the best financial interests of the Company and of the undersigned, as a
stockholder of the Company, that the Company Common Stock received by the
undersigned pursuant to the Private Offering be subject to certain restrictions
and hereby agrees as follows:

    


    Other than as set forth below, the
undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute
or otherwise dispose of (i) any shares of the Company Common Stock received by
the undersigned in the Private Offering, or (ii) any interest (including,
without limitation, an option to buy or sell) in any such shares of the Company
Common Stock, in whole or in part, and no such attempted transfer shall be
treated as effective for any purpose; or (b) engage in any transaction in
respect to any shares of the Company Common Stock received by the undersigned in
the Private Offering or any interest therein, the intent or effect of which is
the effective economic disposition of such shares (including, but not limited
to, engaging in put, call, short-sale, straddle or similar market transactions)
(the foregoing restrictions are referred to herein as “Lock-Up
Restrictions”).

    


    One-twelfth of the undersigned’s shares
of the Company’s Common Stock acquired in the Private Offering shall be released
from the Lock-Up Restrictions on the date that is ninety (90) days subsequent to
the date on which the Company’s Common Stock begins to be listed or quoted on
either the New York Stock Exchange, NYSE Alternext (formerly the American Stock
Exchange), NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board
(the “Initial Release
Date”), and the undersigned’s shares will automatically be released from
the Lock-Up Restrictions on a monthly basis after the Initial Release Date on a
pro rata basis over the eleven months following the Initial Release Date, until
all of the shares are released from the Lock-Up
Restrictions.  WestPark Capital, Inc., in its discretion, may release
from the Lock-up Restrictions some or all the undersigned’s shares of the
Company’s Common Stock earlier than the schedule set forth in this Lock-up
Agreement.



    
      
         


      

      
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    The certificates evidencing the Company
Common Stock received by the undersigned in the Private Offering bear a legend
as set forth below and such legend shall remain during the term of this Lock-Up
Agreement as set forth above:

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN ZST DIGITAL NETWORKS,
INC., A DELAWARE CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”),
AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED,
DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED
IN THE LOCK-UP AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND
(AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE
TIME PERIOD SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT
IS AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
ISSUER.

    


    [SIGNATURE
ON NEXT PAGE]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the undersigned has
executed this Lock-Up Agreement as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      
	 
      	
                            Printed Name of Holder

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Signature

                          	 
      	 
      
	 	 	 	 
	 
      	
                            By:

                          	 
      	 
      
	 	 	 	 
	 
      	
                            Title (if applicable):

                          	 
      	 
      


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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