China Golden Dragon Travel Group - Exhibit 10.1 - Prepared By TNT Filings
Inc.




  



EXECUTION COPY 

SECURITIES PURCHASE AGREEMENT 


THIS SECURITIES
PURCHASE AGREEMENT ("Agreement") is made and entered into as of October
30, 2008, by and among Touchstone Industry Group Limited, a British Virgin
Islands corporation ("TIGL") and BayPeak LLC, a California limited liability
company ("BayPeak"). 

W I T N E S S E T H: 

WHEREAS, Tianjin
Golden Dragon Travel Services Limited, a company organized under the laws of the
People's Republic of China ("Dragon") has entered into an Engagement
Agreement, dated January 20, 2008 (the "Engagement Agreement") with
Carret (Beijing) Investment Management & Advisory Company ("Carret"), pursuant
to which Dragon engaged Carret to provide financial advisory services in
connection with one or more offerings of securities by Dragon and a going public
transaction. Dragon was subsequently acquired by, and is now a wholly-owned
subsidiary of, Wellcare International Limited, a Hong Kong company ("WIltd"),
which is a wholly-owned subsidiary of TIGL. 

WHEREAS, Carret and
BayPeak entered into a Financial Advisory Cooperation Agreement, dated May 20,
2008 (the "Cooperation Agreement"), pursuant to which Carret engaged
BayPeak to provide certain of the required services to Dragon on Carret's
behalf. 

WHEREAS, the parties wish to clarify
and amend certain provisions of the Engagement Agreement and Cooperation
Agreement regarding the issuance of equity securities to BayPeak . 

NOW, THEREFORE, for
and in consideration of the covenants set forth herein and the mutual benefits
to be gained by the parties hereto, and other good and valuable consideration,
the receipt and adequacy of which are now and forever acknowledged and
confessed, the parties hereto hereby agree and intend to be legally bound as
follows: 

1.    
The Financing.     TIGL shall use commercially
reasonable efforts to raise approximately $5 million in a pre-listing equity
financing transaction on terms that are reasonably satisfactory to TIGL and the
Shareholder (the "Financing"). TIGL shall reserve for issuance shares of its
common stock sufficient to consummate such equity financing. 

2.    
Reimbursement of Advances; Forgiveness of Fees; Issuance of Securities to
BayPeak.     TIGL acknowledges that (i) BayPeak has
prepaid certain fees on Dragon's behalf pursuant to the Cooperation Agreement,
including legal fees and auditing fees, and will continue to prepay up to an
aggregate of US $1 million of such fees until the consummation of the Financing
and (ii) obligations to reimburse BayPeak for all prepaid expenses of Dragon
under the Engagement Agreement and Cooperation Agreement will be assumed by TIGL.
The parties acknowledge and agree that such fees shall be reimbursed upon the
consummation of the Financing. BayPeak has agreed to forgive a $200,000 fee
included in the Cooperation Agreement in consideration of the issuance by TIGL,
of (i) shares in an amount equal to 6% of the total number of issued and
outstanding shares of Common Stock, and Warrants to purchase 
an additional 8% of total then issued
and outstanding Shares of TIGL, on a fully diluted basis, to BayPeak (the "Shares").
TIGL hereby agrees to issue such Securities to BayPeak immediately upon
execution of this agreement. BayPeak hereby acknowledges and agrees that the
issuance of the Securities fully and completely satisfies any obligations of
Dragon to issue equity securities to Bay Peak, whether pursuant to the
Engagement Agreement, Cooperation Agreement or otherwise. 


SECURITIES PURCHASE AGREEMENT 


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3. 
    Representations and
Warranties.    
In connection with BayPeak's
purchase of the Shares pursuant to Section 2 above, BayPeak, hereby represents
and warrants as follows: 

A.



BayPeak understands the business in which the
TIGL and WI LTD will be engaged and has such knowledge and experience in
financial and business matters that he, she or it is capable of evaluating the
merits and risks of an investment in TIGL and making an informed investment
decision with respect thereto. BayPeak has obtained sufficient information to
evaluate the merits and risks of the investment and to make such a decision. 

B.

BayPeak is an "Accredited
Investor" (as such term is defined in Rule 501(a) of Regulation D of the
Securities Act of 1933). 

C. 


BayPeak has had access to all documents,
records and books of TIGL and WI LTD pertaining to this investment.
Additionally, BayPeak has been provided the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and to
obtain any additional information which TIGL and WI LTD possesses, or can
acquire without unreasonable effort or expense, that is relevant to BayPeak's
investment decision. 

D.



BayPeak has adequate means of providing for
its current needs and possible personal contingencies in the same manner as
BayPeak would have been able to provide prior to making the investment in the
Shares, has no need for liquidity in this investment, is aware of and able to
bear the risks of the investment for an indefinite period of time, and
presently, based on existing conditions, is able to afford a complete loss of
such investment 

E. 


BayPeak recognizes that TIGL and WI LTD have
limited financial or operating history and that the Shares as an investment
involve significant risks. 

F.



BayPeak understands that the Shares are
"restricted securities" as that term is defined pursuant to Rule 144 of the
Securities Act, and have not been registered under the Securities Act or under
certain state securities laws in reliance upon exemptions therefrom for
nonpublic offerings. BayPeak understands that the Shares must be held
indefinitely unless the sale thereof is subsequently registered under the Act
and under certain state securities laws or an exemption or exemptions from such
registration are available. 


SECURITIES PURCHASE AGREEMENT 


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G. 


The Shares are being purchased solely for BayPeak's account for investment and
not for the account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution within
the meaning of the Securities Act, and no other person has a direct or indirect
beneficial interest in such Shares. BayPeak represents that BayPeak has no
agreement, understanding, commitment or other arrangement with any person and no
present intention to sell, transfer or assign any Shares. 

H. 


BayPeak agrees not to sell or otherwise transfer the Shares unless they are
registered under the Act and under any applicable state securities laws, or an
exemption or exemptions from such registration are available. 

I. 


BayPeak is authorized and otherwise duly qualified to purchase and hold Shares
and to enter into this Agreement and such entity has not been formed for the
specific purpose of acquiring Shares in TIGL unless all of its equity owners
qualify as accredited individual investors. 

4.    
Indemnification.     BayPeak agrees to indemnify and hold
harmless TIGL from and against all liability, damage, losses, costs and expenses
(including reasonable attorneys' fees and court costs) which they may incur by
reason of any breach of the representations and warranties made by BayPeak
herein, or in any document provided by BayPeak to TIGL. 

5.     Legends.    
BayPeak hereby agrees with TIGL that the Shares will bear the following legend
or one that is substantially similar to the following legend: 

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2)
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. 


Additionally, the
Shares will bear any legend required by the "blue sky" laws of any state to the
extent such laws are applicable to the securities represented by the certificate
so legended. BayPeak consents to TIGL making a notation on its records or giving
instructions to its Transfer Agent in order to implement the restrictions on
transfer of the Shares. 


SECURITIES PURCHASE AGREEMENT 


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6.     Piggy-Back Registration
Rights. 

A. 

If at any time
after the date hereof, TIGL shall determine to register for its own account or
the account of others under the Securities Act (including pursuant a demand for
registration of any stockholder of TIGL) any of its equity securities, other
than in connection with the IPO or on Form S-4 or Form S-8 or their then
equivalents relating to shares of Common Stock to be issued solely in connection
with any acquisition of any entity or business or shares of Common Stock
issuable in connection with stock option or other employee benefit plans, it
shall send to each holder of Registrable Shares who is entitled to registration
rights under this Section 6 written notice of such determination and, if within
twenty (20) days after receipt of such notice, such holder shall so request in
writing, TIGL shall use its best efforts to include in such registration
statement all or any part of the Registrable Shares such holder requests to be
registered, except that if; in connection with a public offering of TIGL the
managing underwriter shall impose a limitation on the number of shares of such
Common Stock which may be included in the registration statement because, in its
judgment, such limitation is necessary to effect an orderly public distribution,
then TIGL shall be obligated to include in such registration statement only such
limited portion of the Registrable Shares with respect to which such holder has
requested inclusion hereunder on a pro rata basis. "Registrable Shares" shall
mean the Shares issuable pursuant to this Agreement; provided, however, that
shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon the consummation of any sale pursuant to a registration
statement or Rule 144 under the Securities Act or once such shares become
eligible for resale pursuant to Rule 144(k). 

B. 

TIGL will use
its best efforts to keep effective any registration or qualification
contemplated by this Section 6 and shall from time to time amend or supplement
each applicable registration statement, preliminary prospectus, final
prospectus, application, document and communication until such time as all of
the Shares may be sold without volume restrictions pursuant to Rule 144, in each
case as determined by the counsel to TIGL pursuant to a written opinion letter
to such effect, addressed and acceptable to TIGL's transfer agent. TIGL will
also provide each holder of Registrable Shares with as many copies of the
prospectus contained in any such registration statement as it may reasonably
request. 


SECURITIES PURCHASE AGREEMENT 


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C. 

Indemnification by TIGL. 


(i) In the event that TIGL registers
any of the Registrable Shares under the Securities Act, TIGL will indemnify and
hold harmless each holder and each underwriter of the Registrable Shares
(including their officers, directors, affiliates and partners) so registered
(including any broker or dealer through whom such shares may be sold) and each
person, if any, who controls such holder or any such underwriter within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims, damages, expenses or liabilities, joint or several, to which they or any
of them become subject under the Securities Act, applicable state securities
laws or under any other statute or at common law or otherwise, as incurred, and,
except as hereinafter provided, will reimburse each such holder, each such
underwriter and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, as incurred, insofar as such losses, claims, damages, expenses,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, in any preliminary or amended preliminary prospectus or in the final
prospectus (or the registration statement or prospectus as from time to time
amended or supplemented by TIGL) or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or
any violation by TIGL of any rule or regulation promulgated under the Securities
Act or any state securities laws applicable to TIGL and relating to action or
inaction required of TIGL in connection with such registration, unless (i) such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary or amended preliminary
prospectus or final prospectus in reliance upon and in conformity with
information furnished in writing to TIGL in connection therewith by any such
holder of Registrable Shares (in the case of indemnification of such holder),
any such underwriter (in the case of indemnification of such underwriter) or any
such controlling person (in the case of indemnification of such controlling
person) expressly for use therein, or unless (ii) in the case of a sale directly
by such holder of Registrable Shares (including a sale of such Registrable
Shares through any underwriter retained by such holder of Registrable Shares to
engage in a distribution solely on behalf of such holder of Registrable Shares),
such untrue statement or alleged untrue statement or omission or alleged
omission was contained in a preliminary prospectus and corrected in a final or
amended prospectus copies of which were delivered to such holder of Registrable
Shares or such underwriter on a timely basis, and such holder of Registrable
Shares failed to deliver a copy of the final or amended prospectus at or prior
to the confirmation for the sale of the Registrable Shares to the person
asserting any such loss, claim, damage or liability in any case where such
delivery is required by the Securities Act. 

(ii) Promptly after receipt by any
holder of Registrable Shares, any underwriter or any controlling person of
notice of the commencement of any action in respect of which indemnity may be
sought against TIGL, such holder of Registrable Shares, or such underwriter or
such controlling person, as the case may be, will notify TIGL in writing of the
commencement thereof (provided, that failure by any such person to so notify
TIGL shall not relieve TIGL from any liability it may have hereunder to any
other person entitled to claim indemnity or contribution hereunder) and, subject
to the provisions hereinafter stated, TIGL shall be entitled to assume the
defense of such action (including the employment of counsel, who shall be
counsel reasonably satisfactory to such holder of Registrable Shares, such
underwriter or such controlling person, as the case may be), and the payment of
expenses insofar as such action shall relate to any alleged liability in respect
of which indemnity may be sought against TIGL. 


SECURITIES PURCHASE AGREEMENT 


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(iii) In order to provide for just
and equitable contribution to joint liability under the Securities Act in any
case in which any holder of Registrable Shares exercising rights under this
Section 6 or any controlling person of any such holder, makes a claim for
indemnification pursuant to this Section 6 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 6 provides for indemnification in such case, then, TIGL and
such holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of TIGL on the
one hand and of the holder of Registrable Shares on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of TIGL on the one hand and of the holder of Registrable Shares
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by TIGL on the
one hand or by the holder of Registrable Shares on the other, and each party's
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; provided, however, that, in any such case,
(A) no such holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Shares offered by it pursuant to
such registration statement, net of any underwriting discounts or commissions
paid by such holder; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation. 

D. 

Indemnification by Holders of
Registrable Shares. 

(i) In the event that TIGL registers
any of the Registrable Shares under the Securities Act, each holder of the
Registrable Shares so registered will, as a condition to registration of the
Registrable Shares, agree to indemnify and hold harmless TIGL, each of its
directors, each of its officers who have signed or otherwise participated in the
preparation of the registration statement, each underwriter of the Registrable
Shares so registered (including any broker or dealer through whom such of the
shares may be sold) and each person, if any, who controls TIGL within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims, damages, expenses or liabilities, joint or several, to which they or any
of them may become subject under the Securities Act, applicable state securities
laws or under any other statute or at common law or otherwise, and, except as
hereinafter provided, will reimburse TIGL and each such director, officer,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any actions whether or not resulting in any liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the registration statement, in any preliminary or amended preliminary prospectus
or in the final prospectus (or in the registration statement or prospectus as
from time to time amended or supplemented) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing to TIGL in
connection therewith by such holder of Registrable shares expressly for use
therein; provided, however, that such holder's obligations hereunder shall be
limited to an amount equal to the aggregate public offering price of the Registrable Shares sold by such holder in such registration, net of any
underwriting discounts or commissions paid by such holder. 


SECURITIES PURCHASE AGREEMENT 


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(ii) In order to provide for just and
equitable contribution to joint liability under the Securities Act in any case
in which TIGL or another person entitled to indemnification pursuant to this
Section 6 makes a claim for indemnification pursuant to this Section 6, but it
is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding that this Section 6 provides for indemnification, in such
case, then, TIGL and such holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion as is appropriate to reflect the relative fault
of TIGL on the one hand and of the holder of Registrable Shares on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of TIGL on the one hand and of the holder of
Registrable Shares on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by TIGL on the one hand or by the holder of Registrable Shares on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case, (A) no such holder will be required to
contribute any amount in excess of the public offering price of all such
Registrable Shares offered by it pursuant to such registration statement, net of
any underwriting discounts or commissions paid by such holder; and (B) no person
or entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation. 

7.     
Exchange Act Reports.     TIGL will use commercially
reasonable efforts to (i) timely file with the SEC such information as the SEC
may require under the Exchange Act and (ii) take all action as may be required
as a condition to the availability of Rule 144 or Rule 144A under the Securities
Act (or any successor exemptive rule hereafter in effect) with respect to such
Common Stock. TIGL shall furnish to any holder of Registrable Shares forthwith
upon request (i) a written statement by TIGL as to its compliance with the
reporting requirements of Rule 144, (ii) a copy of the most recent annual or
quarterly report of TIGL as filed with the Commission, and (iii) such other
public reports and public documents as a holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing a holder to
sell any such Registrable Securities without registration. TIGL agrees to use
commercially reasonable efforts to facilitate and expedite transfers of the
shares pursuant to Rule 144 under the Securities Act, which efforts shall
include timely notice to its transfer agent to expedite such transfers of
shares. As long as BayPeak owns any Shares, if TIGL is not required to file
reports pursuant to such laws, TIGL will prepare and furnish to BayPeak and make
publicly available in accordance with Rule 144(c) promulgated by the SEC
pursuant to the Securities Act, such information as is required for BayPeak to
sell the Shares under Rule 144. 


SECURITIES PURCHASE AGREEMENT 


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8.     
Expenses.     In the case of each registration effected
under Section 6, TIGL shall bear all reasonable costs and expenses of each such
registration on behalf of the selling holders of Registrable Shares, including,
but not limited to, TIGL's printing, legal and accounting fees and expenses, SEC
and NASD filing fees and "Blue Sky" fees; provided, however, that TIGL shall
have no obligation to pay or otherwise bear any portion of the underwriters'
commissions or discounts attributable to the Registrable Shares being offered
and sold by the holders of the Registrable Shares, or the fees and expenses of
counsel for the selling holders of Registrable Shares in connection with the
registration of the Registrable Shares. 

9.     
Transferability.     For all purposes of Section 6 of
this Agreement, BayPeak or an assignee thereof who agrees to be bound by the
provisions of Section 6 shall be deemed at any particular time to be the holder
of all Registrable Securities of which such person shall at such time be the
"beneficial owner," determined in accordance with Rule 13d-3 under the Exchange
Act. 

10.     
Restrictions on Future Issuances of Securities.     For
a period of twelve (12) months commencing on the date of this Agreement, without
the prior written consent of BayPeak, TIGL shall not issue (a) any shares of the
capital stock of TIGL, whether now authorized or authorized in the future, or
(b) any rights, options or warrants to purchase any shares of the capital stock
of TIGL, or (c) any other securities of TIGL of any type that are or may become
convertible into or exercisable for any shares of the capital stock of TIGL,
except in connection with the IPO and the Financing. 

11.     
Appointment of Chief Financial Officer.     TIGL shall,
within three (3) months after the closing date of this agreement, hire a Chief
Financial Officer with (i) experience with the generally accepted accounting
principles of the United States and SEC financial reporting requirements and
(ii) fluency in English. 

12.     
Notices.     All notices provided for in this Agreement
shall be in writing signed by the party giving such notice, and delivered
personally or sent by overnight courier or messenger or sent by registered or
certified mail, return receipt requested, or by telex, facsimile transmission,
telegram or similar means of communication if confirmed by mail to TIGL at its
current address or such other address as may be specified in TIGL's reports that
are filed from time to time with the SEC and to BayPeak at its address as it
appears on the books and records of TIGL. Notices shall be deemed to have been
received on the date of personal delivery or facsimile, or if sent by certified
or registered mail, return receipt requested, shall be deemed to be delivered on
the third business day after the date of mailing. A copy of any notice shall
also be delivered to Pillsbury Winthrop Shaw Pittman LLP, 50 Fremont Street, San
Francisco, CA 94105, Attention: Scott C. Kline, Esq., Facsimile: (415) 983-1200.



SECURITIES PURCHASE AGREEMENT 


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13.     
Attorney's Fee.     If any legal action or any
arbitration or other proceeding is brought for the enforcement or interpretation
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with or related to this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs in connection with that action or proceeding, in
addition to any other relief to which it or they may be entitled. 

14.     
Waiver.     The waiver by either party of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such other party. 

15.     Choice
of Law.     This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof, except to the extent the laws of Nevada are mandatorily applicable
to the transactions contemplated hereby. 

16.     
Complete Agreement.     This Agreement, together with
the Engagement Agreement and Cooperation Agreement, contains the entire
agreement of the parties relating to the subject matter hereof. This Agreement
and its terms may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. It is understood that this
Agreement may be prepared and executed in both the English and Chinese
languages, with both versions having legal efficacy. If a dispute arises as to
the interpretation of a particular provision of this Agreement because of
differences between the Chinese and English languages, the English version shall
prevail. If any provision of this Agreement, or any interpretation thereof,
conflicts with any provision of the Engagement Agreement or Cooperation
Agreement, the terms of this Agreement shall prevail. 

17.     
Counterparts.     This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. 

18.     
Binding Effect.     This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 


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



  	BayPeak:
	 
	BayPeak LLC
	 
	 
	By:________________________
	Name: Cory Roberts
	Title: Managing Member
	 
	TIGL:
	 
	Touchstone Industry Group Limited
	 
	 
	By:________________________
	Name:
	Title:
	 




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