CHINA
LINEN TEXTILE INDUSTRY, LTD.

    RESTRICTED
STOCK AWARD AGREEMENT

     

    THIS
AGREEMENT made as of August 30, 2010, by and between China Linen Textile
Industry, Ltd., an exempted company incorporated in the Cayman Islands (the
“Company”),
and Stephen Monticelli (the “Awardee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company entered into an Independent Director Agreement with the Awardee,
entered into as of August 30, 2010 (the “Independent
Director Agreement”), which Independent Director Agreement provides
for the award to the Awardee of one hundred thousand (100,000) ordinary shares
of the Company (the “Ordinary
Shares”), which shares shall be subject to certain transfer restrictions,
vesting requirements and forfeiture provisions (“Restricted Shares”)
on the terms and conditions set forth in this Agreement,

     

    WHEREAS,
certificates representing 66,667 of the Restricted Shares shall be placed in
escrow with Loeb and Loeb LLP as escrow agent, which shares shall be released
pursuant to the terms of this Agreement;

     

    NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Awardee hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Award of Restricted
      Shares.

            


    

     

    The
Company hereby awards to the Awardee one hundred thousand (100,000) Restricted
Shares, certificated in the amounts of 33,333, 33,333 and 33,334
shares.  Certificates representing 66,667 unvested Restricted Shares
shall be deposited with Loeb & Loeb LLP, as escrow agent (“Escrow
Agent”), pursuant to an escrow agreement by and among the Company, the
Awardee and the Escrow Agent, dated as of August 30, 2010.  All such
Restricted Shares shall be subject to the transfer restrictions, vesting
requirements and forfeiture provisions contained in Sections 3, 4 and 5,
such transfer restrictions, vesting requirements and forfeiture provisions to
become effective immediately upon execution of this Agreement by the parties
hereto.

     

    
      	
               
      

            	
              2.

            	
              Stock
      Certificate.

            


    

     

    The
Awardee hereby acknowledges that stock certificates for the Restricted Shares
are hereby awarded to the Awardee hereunder, bearing the following
legend:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of an Agreement
entered into between the registered owner and China Linen Textile Industry, Ltd.
dated as of August 30, 2010.  Copies of such Agreement are on file in
the offices of the Secretary, China Linen Textile Industry, Ltd., Chengdong
Street, Lanxi County, Heilongjiang Province, PRC.”

     

    
      	
               
      

            	
              3.

            	
              Vesting.

            


    

     

    The
Restricted Shares shall vest, no longer be subject to the transfer restrictions
of Section 5 and become transferable pursuant to the terms of this
Agreement pursuant to the following schedule:

    


    
      
        
          
            
              	
                      Date

                    	 	
                      Number of Restricted Shares

                      Becoming Vested

                    
	 
      	 	 
      
	
                      August 30,
      2010

                    	 	
                      33,333

                    
	 
      	 	 
      
	
                      August 30,
      2012

                    	 	
                      33,333

                    
	 
      	 	 
      
	
                      August 30,
      2013

                    	 	
                      33,334

                    


            

          

        

      

    

     

    To the
extent that any of the above vesting requirements have not been satisfied as of
the date of the Awardee’s termination, as set forth in Section 4, the
Restricted Shares subject thereto shall thereupon be immediately forfeited by
the Awardee.

     

    
      	
               
      

            	
              4.

            	
              Termination of
      Director Status.

            


    

     

    Upon the
termination of the Awardee’s membership on the board of directors of the Company
(the “Board”)
for any reason, any Restricted Shares which as of the date of such termination
have not vested pursuant to Section 3 shall thereupon immediately be
forfeited by the Awardee.

     

    
      	
               
      

            	
              5.

            	
              Restriction on
      Transferability.

            


    

     

    The
Restricted Shares shall not be transferable unless and until (and solely to the
extent) the Awardee satisfies the vesting requirements contained in
Section 3.

     

    
      	
               
      

            	
              6.

            	
              Voting and Dividend
      Rights.

            


    

     

    The
Awardee shall have the voting and dividend rights of a stockholder of Ordinary
Shares with respect to the Restricted Shares; provided, however, that
dividends paid in Ordinary Shares shall be deposited with the Escrow Agent,
together with a stock power endorsed in blank or other appropriate instrument of
transfer and shall be subject to the same transfer restrictions, vesting
requirements and forfeiture provisions as the Restricted
Shares.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.

            	
              Regulation by the
      Board.

            


    

     

    This
Agreement and the Restricted Shares shall be subject to the administrative
procedures and rules as the Board shall adopt.  All decisions of the
Board upon any question arising under this Agreement shall be conclusive and
binding upon the Awardee.

     

    
      	
               
      

            	
              8.

            	
              Amendment.

            


    

     

    The
Company may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would impair the Awardee's rights or
entitlements with respect to the Restricted Shares shall be effective without
the prior written consent of the Awardee.

     

    
      	
               
      

            	
              9.

            	
              Effective Date of
      Award.

            


    

     

    The award
of each Restricted Share under this Agreement shall be effective as of the date
first written above.

     

    
      	
               
      

            	
              10.

            	
              Governing
      Law.

            


    

     

    This
Agreement shall be construed in accordance with and subject to the laws of the
State of New York, without regard to principles of conflicts of
law.

     

    
      	
               
      

            	
              11.

            	
              Awardee
      Acknowledgment.

            


    

     

    By
executing this Agreement, the Awardee hereby acknowledges that he has received
and read this Agreement and that he agrees to be bound by all of the terms of
this Agreement.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award
Agreement as of the date first written above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	CHINA
      LINEN TEXTILE INDUSTRY, LTD.	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                    By: 

                                  	
                                    /s/ Gao Ren

                                  	 	
                                    8/30/2010

                                  
	 
      	 
      	 
      	 	
                                    Date

                                  
	 
      	
                                    Its:

                                  	
                                    Chairman and CEO

                                  	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	STEPHEN
      MONTICELLI	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	/s/ Stephen Monticelli	 	
                                    8/30/2010

                                  
	 
      	 
      	 
      	 	
                                    Date

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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