DATED 27 JULY
2009

    


    (1)
WINDRACE INTERNATIONAL COMPANY LIMITED

    


    (2)
SHUIPAN LIN

    


    (3)
WISETECH HOLDINGS LIMITED

    


    (4)
WINDTECH HOLDINGS LIMITED

    


    
      
        

      

    

    


    INVESTMENT
AGREEMENT

     

    
      
 

    Deacons

    Solicitors
& Notaries

    5th
Floor

    Alexandra
House

    18 Chater
Road

    Central

    Hong
Kong

    www.deaconslaw.com

     

    Fax :
28100431

    Tel :
28259211

     

    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

    


    
      
        
          
            
              
                	
                        CLAUSE

                      	 	
                        PAGE

                      
	 
      	 
      	 	 
      
	
                        1.

                      	
                        INTERPRETATION

                      	 	
                          2

                      
	
                        2.

                      	
                        INVESTMENT

                      	 	
                        10

                      
	
                        3.

                      	
                        CONDITIONS

                      	 	
                        11

                      
	
                        4.

                      	
                        CONSIDERATION

                      	 	
                        12

                      
	
                        5.

                      	
                        PRE-CLOSING
      MATTERS

                      	 	
                        14

                      
	
                        6.

                      	
                        CLOSING,
      SPA CLOSING AND POST-SPA CLOSING

                      	 	
                        16

                      
	
                        7.

                      	
                        WARRANTIES
      AND INDEMNITIES

                      	 	
                        16

                      
	
                        8.

                      	
                        POST
      CLOSING UNDERTAKINGS

                      	 	
                        18

                      
	
                        9.

                      	
                        TERMINATION

                      	 	
                        19

                      
	
                        10.

                      	
                        CANCELLATION
      OF WARRANTS

                      	 	
                        23

                      
	
                        11.

                      	
                        LIMITATION
      OF LIABILITIES

                      	 	
                        23

                      
	
                        12.

                      	
                        GUARANTEE
      BY MR. LIN

                      	 	
                        25

                      
	
                        13.

                      	
                        ANNOUNCEMENTS
      AND CONFIDENTIALITY

                      	 	
                        27

                      
	
                        14.

                      	
                        STAMP
      DUTY AND EXPENSES

                      	 	
                        28

                      
	
                        15.

                      	
                        GENERAL

                      	 	
                        28

                      
	
                        16.

                      	
                        NOTICES

                      	 	
                        30

                      
	
                        17.

                      	
                        GOVERNING
      LAW AND JURISDICTION

                      	 	
                        31

                      
	
                        SCHEDULE
      1  AGREED PROPORTION

                      	 	
                        34

                      
	
                        SCHEDULE
      2  PART A  DETAILS OF WINDRACE

                      	 	
                        35

                      
	
                        SCHEDULE
      2  PART B  DETAILS OF SUBSIDIARIES OF
      WINDRACE

                      	 	
                        37

                      
	
                        SCHEDULE
      3  PART A  COMPLETION OBLIGATIONS UPON
      CLOSING

                      	 	
                        39

                      
	
                        SCHEDULE
      3  PART B  COMPLETION OBLIGATIONS UPON SPA
      CLOSING

                      	 	
                        41

                      
	
                        SCHEDULE
      3  PART C  COMPLETION OBLIGATIONS UPON POST-SPA
      CLOSING

                      	 	
                        42

                      
	
                        SCHEDULE
      4  WINDRACE’S WARRANTIES

                      	 	
                        43

                      
	
                        SCHEDULE
      5  INVESTORS’ WARRANTIES

                      	 	
                        78

                      
	
                        SCHEDULE
      6  WINDRACE ACTIVITIES PENDING CLOSING

                      	 	
                        79

                      
	
                        SCHEDULE
      7  SPAC ACTIVITIES PENDING CLOSING

                      	 	
                        82

                      
	
                        SCHEDULE
      8  ESCROW AGREEMENT

                      	 	
                        83

                      
	
                        SCHEDULE
      9  PROPERTY

                      	 	
                        99

                      
	
                        SCHEDULE
      10  DEED OF INDEMNITY

                      	 	
                          1

                      
	
                        EXHIBIT  ACCOUNTS

                      	 	
                        12

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AGREEMENT

    


    DATED
27 JULY 2009

    


    PARTIES

    


    
      	
              (1)

            	
              WINDRACE
      INTERNATIONAL COMPANY LIMITED, a company incorporated under the
      laws of the Cayman Islands with limited liability, the registered office
      of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,
      KY1-1111, Cayman Islands (“Windrace”);

            


    

    


    
      	
              (2)

            	
              SHUIPAN
      LIN, whose address is at No. 103, Qiancanggong Road, Huatingkou
      Village, Chendai Town, Jinjiang City, Fujian Province, the PRC and whose
      PRC passport number is G14386872 (“Mr.
    Lin”);

            


    

    


    
      	
              (3)

            	
              WISETECH
      HOLDINGS LIMITED, a company
      incorporated in BVI whose registered office is at P.O. Box 957, Offshore
      Incorporations Centre, Road Town, Tortola, BVI ("Wisetech");
      and

            


    

    


    
      	
              (4)

            	
              WINDTECH
      HOLDINGS LIMITED, a company incorporated in BVI, whose registered
      office is at P.O. Box 957, Offshore Incorporations Centre, Road Town,
      Tortola, BVI ("Windtech").

            


    

    


    
      	
               
      

            	
              (Wisetech
      and Windtech collectively are referred to as the “Investors” and each of
      them as the “Investor”
      hereinafter.)

            


    

    


    RECITALS

    


    
      	
              (A)

            	
              Windrace
      is a company incorporated under the laws of the Cayman Islands with
      limited liability.  It currently has an authorised share capital
      of HK$390,000 divided into 3,892,000 ordinary shares of HK$0.10 each and
      8,000 preferred shares of HK$0.10 each and as at the date hereof, 100,000
      shares of HK$0.10 each (including 92,000 ordinary shares and 8,000
      preferred shares) in the capital of Windrace have been issued and are
      fully paid or credited as fully paid, details of which are set out in
      Part
      A of Schedule 2.

            


    

    


    
      	
              (B)

            	
              SPAC
      is a company incorporated under the laws of Delaware and the shares of
      which are listed on the NYSE Amex. Exceed is a wholly-owned subsidiary of
      SPAC and a company incorporated under the laws of the BVI with limited
      liability.

            


    

    


    
      	
              (C)

            	
              Wisetech
      and Windtech are the wholly-owned subsidiaries of New Horizon Capital,
      L.P. and New Horizon Capital III, L.P.,
  respectively.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              (D)

            	
              Windrace,
      SPAC, Exceed and the other parties entered into the SPA providing for,
      amongst other things, the acquisition by Exceed of all the outstanding
      ordinary shares of Windrace.  Upon SPA Closing, Exceed shall
      become the holding company of Windrace and SPAC shall merge with and into
      Exceed with Exceed as the surviving
entity.

            


    

    


    
      	
              (E)

            	
              Subject
      to the terms and conditions of this Agreement, the parties hereto have
      agreed to provide for investment to be made by the Investors in Windrace
      and Exceed.

            


    

    


    AGREEMENT

    


    
      	
              1. 

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              In
      this Agreement (including the recitals), the following expressions shall
      have the following meanings except where the context otherwise
      requires:

            


    

    


    “Accounts”

    the
consolidated balance sheet of Windrace as at the end of each of the three years
ended the Last Accounts Date and the consolidated profit and loss account of
Windrace for each of the three financial years ended the Last Accounts Date, and
all notes thereto prepared in accordance with IFRS, copies of which are annexed
hereto marked “Exhibit
1” and initialled by the parties hereto for the purposes of
identification;

    


    “Affiliate”

    with
respect to any person, a person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with such
person;

    


    “Agreed
Proportion”

    the
agreed proportion in respect of Wisetech and Windtech as set out in Schedule
1;

    


    “Agreement”

    this
Agreement including its schedules and exhibit, as may be amended or supplemented
from time to time;

    


    “BVI”

    the
British Virgin Islands;

    


    “Business
Day”

    a day
(excluding Saturdays and Sundays) on which commercial banks are generally open
for banking business in Hong Kong;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    “Closing”

    the
completion of the matters in accordance with the provisions of Clause 6.2 or the
time of such completion, as the case may be;

    


    “Closing
Date”

    the date
on which Closing takes place;

    


    “Conditions”

    the
conditions set out in Clause 3.1;

    


    
      “Conditions
Deadline”

    

    November
7, 2009 or such later date as the parties may from time to time agree in
writing;

    


    “Consideration”

    
      	
               
      

            	
              the
      amount of the aggregate purchase price payable by the Investors for the
      Sale Warrants, the Windrace Shares Entitlement and the New Shares as
      defined in Clause 4.1;

            


    

    


    “Constituent
Documents”

    
      	
               
      

            	
              with
      respect to any entity, the certificate or articles of incorporation,
      memorandum and articles of association, by-laws, minute books, or any
      similar charter or other organizational
  documents;

            


    

    


    “Contract”

    any
written agreement, contract, commitment, instrument, undertaking or
arrangement;

    


    
      “Deed
of Indemnity”

    

    the deed
of indemnity substantially in the form attached hereto as Schedule
10;

    


    
      “Deposit”

    

    
      	
               
      

            	
              the
      sum of US$2,500,000 to be paid by the Investors to the Escrow Agent in
      accordance with Clause 4.2;

            


    

    


    
      “Disclosed”

    

    in
respect of the Windrace’s Warranties, fully and fairly disclosed in this
Agreement, the Accounts or the Windrace Disclosure Letter;

    


    
      	
               
      

            	
              “Encumbrance”

            


    

    a
mortgage, charge, pledge, lien, option, restriction, hypothecation, assignment,
right to acquire, pre-emption right, third-party right or interest, other
encumbrance, priority or security interest of any kind, or any other type of
preferential arrangement (including, without limitation, a title transfer or
retention arrangement) having similar effect, and any agreement or obligation to
create or grant any of the aforesaid;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              “Elevatech”

            


    

    Elevatech
Limited, an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc.
and the sole holder of all of the issued preferred shares of
Windrace;

    


    
      	
               
      

            	
              “Elevatech
      Letter Agreement”

            


    

    the
letter of agreement dated May 8, 2009, between, among others, Windrace,
Elevatech and Mr. Lin providing for, among others, the Redemption;

    


    
      	
               
      

            	
              “Escrow
      Agent”

            


    

    Deacons;

    


    
      	
               
      

            	
              “Escrow
      Agreement”

            


    

    the
escrow agreement made amongst the parties hereto and the Escrow Agent
substantially in the form attached hereto as Schedule
8 and of even date of this Agreement;

    


    
      	
               
      

            	
              “Exceed”

            


    

    Exceed
Company Ltd., a wholly-owned subsidiary of SPAC as at the date hereof and the
surviving entity after being merged with SPAC as contemplated under the
SPA;

    


    
      	
               
      

            	
              “Facilities”

            


    

    loans,
overdrafts, debentures, acceptance credits and all other indebtedness and
financial facilities of any nature outstanding or available to any Windrace
Group Company;

    


    “Government
Entity”

    any
governmental or regulatory authority, agency, court, commission or other entity,
domestic or foreign;

    


    “Guarantee”

    any
guarantee, indemnity, suretyship, letter of comfort or other assurance, security
or right of set-off or financial or other obligation given or undertaken by a
person to secure or support or incur a financial or other obligation with
respect to an obligation or liability (actual or contingent) of any other person
and whether given directly or by way of counter-indemnity to any person who has
provided such guarantee, indemnity, suretyship, letter of comfort or other
assurance, security or right of set off or financial or other obligation as
aforementioned;

    


    “HK$”

    Hong Kong
dollars, the lawful currency of Hong Kong;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    “Hong
Kong”

    the Hong
Kong Special Administrative Region of the PRC;

    


    “International
Financial Reporting Standards” or “IFRS”

    the
financial reporting standards and interpretations issued by the International
Accounting Standards Board;

    


    “Intellectual
Property Rights”

    
      	
               
      

            	
              (a)

            	
              patents,
      trademarks, service marks, registered designs, applications for any of the
      foregoing, trade and business names, unregistered trade names or marks and
      service marks, copyrights, rights in designs and inventions, Proprietary
      Information and all and any other intellectual property right, whether
      registered or unregistered; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              rights
      under licences, consents, orders, statutes or otherwise in relation to any
      thing in paragraph (a),

            


    

    


    in each
case in any part of the world;

    


    “Investors’
Warranty”

    a
representation, warranty and undertaking contained in Clauses 7.4 to 7.6 or
Schedule
5 and “Investors’
Warranties” shall mean all of those representations, warranties and
undertakings;

    


    “Last
Accounts Date”

    March 31,
2009, being the date to which the Accounts were made up;

    


    “Leased Property”

    all
parcels of real property occupied by the Windrace Group under one or more leases
or licenses;

    


    “Macau”

    the Macau
Special Administrative Region of the PRC;

    


    “Merger”

    the
merger with and into Exceed by SPAC with Exceed as the surviving entity as
contemplated under the SPA;

    


    
      “New
Shares”

    

    the new
ordinary shares in Exceed which will, subject to the terms and conditions of
this Agreement, be issued and allotted in favour of the Investors and/or their
respective designated nominee(s), credited as fully paid, at the Agreed
Proportion;

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    “NYSE”

    
      New York
Stock Exchange;

    

    


    “Owned
Property”

    all
parcels of real property owned by the Windrace Group;

    


    “Post-SPA
Closing”

    the
completion of the matters in accordance with the provisions of Clause 6.5 or the
time of such completion, as the case may be;

    


    “Post-SPA
Closing Date”

    the date
being six months after the SPA Closing Date, on which Post-SPA Closing takes
place;

    


    “PRC”

    the
People’s Republic of China, excluding Taiwan, Hong Kong and Macau for the
purpose of this definition;

    


    “Property”

    the Owned
Properties and the Leased Properties, as described in Schedule
9;

    


    “Proprietary
Information”

    all
information (including formulae, processes, methods, techniques, knowledge and
know-how) which is for the time being confidential to any Windrace Group Company
or not publicly known and which is used in or otherwise relates to the business,
customers, financial or other affairs and know-how of any Windrace Group Company
including information relating to:

    


    
      	
               
      

            	
              (a)

            	
              the
      marketing of any goods or services including, without limitation, customer
      names and lists and any other details of customers, sales targets, sales
      statistics, market share statistics, prices, market research reports and
      surveys, and advertising or other promotional
  materials;

            


    

    


    
      	
               
      

            	
              (b)

            	
              future
      projects, business development or planning, commercial relationships and
      negotiations; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      manufacture, production, supply, storage or packaging of goods or the
      provision of services, the acquisition, construction, installation or use
      of raw materials, plant, machinery or equipment, quality control and
      testing or the repair or service of plant, machinery,  equipment
      or products;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Records”

    records
and information of each Windrace Group Company (including, without limitation,
all accounts, books, ledgers, minutes books, registers, financial and other
records of whatsoever kind, all Taxation and returns and filings and all other
statutory books and records);

    


    “Redemption”

    the
redemption by Windrace of the preferred shares in Windrace held by Elevatech
pursuant to the Elevatech Letter Agreement;

    


    “Regulations”

    all law,
enactment, order, decree, regulation, licence, consent, rule, constitutional
document, governmental or administrative requirement or the like, including the
rules and requirements of the SEC or any regulatory or governmental body, and the listing
requirements for the relevant exchange, to which any relevant person is subject,
in each aforesaid case whether of the BVI, United States, Hong Kong, the PRC or
elsewhere;

    


    “RMB”

    Renminbi,
the lawful currency of the PRC;

    


    “Sale
Warrants”

    up to
2,500,000 units of Warrants which will, subject to the terms and conditions of
this Agreement, on Post-SPA Closing be transferred to the Investors and/or their
respective designated nominee(s) at the Agreed Proportion;

    


    “SEC”

    the
United States Securities and Exchange Commission;

    


    “Share”

    a share
of US$0.0001 each in the capital of SPAC (or the new ordinary share in Exceed
immediately after the Merger) together with all rights attaching
thereto;

    


    “SPA”

    the sale
and purchase agreement dated May 8, 2009 entered into among Windrace, SPAC,
Exceed and the other parties thereto, as may be amended or supplemented from
time to time;

    


    “SPA
Closing”

    the
closing of the SPA as contemplated thereunder;

    


    “SPA
Closing Date”

    the date
on which the SPA Closing takes place;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    “SPAC”

    2020
ChinaCap Acquirco, Inc.;

    


    “subsidiary”

    shall
have the meaning as ascribed thereto in the IFRS;

     

    “Tax”
or “Taxation”

    any and
all forms of taxation, levy, duty, charge, contribution, withholding or impost
of whatever nature (including any related fine, penalty, surcharge or interest)
imposed, collected or assessed by, or payable to, any Tax
Authority;

    


    “Tax Authority” and “Taxation
Authority”

    any
revenue, customs, fiscal governmental, statutory, central, regional, state,
provincial, local governmental or municipal authority, body or person, or any
non-revenue and non-fiscal governmental institutions responsible for collecting
Taxes on behalf of taxation authorities, whether of the BVI, United States, Hong
Kong, the PRC or elsewhere;

    


    “US” or “United States”

    the
United States of America;

    


    “US$”

    United
States dollars, the lawful currency of the United States;

    


    “Warrant”

    a warrant
currently exerciseable to purchase one share of common stock of SPAC at a price
of US$5.25 issued by SPAC in connection with the initial public offering of
SPAC’s securities;

    


    “Windrace Disclosure
Letter”

    the
disclosure letter dated the same date of this Agreement from Windrace and Mr.
Lin to the Investors;

    


    “Windrace
Group”

    Windrace
and its subsidiaries from time to time, and “Windrace Group Company” shall
be construed accordingly, details of the subsidiaries of Windrace as at the date
hereof are set out in Part B of
Schedule 2; and

    


    
      “Windrace
Shares Entitlement”

    

    the
entitlement to be issued and allotted such number of new ordinary shares in the
capital of Windrace on Closing which will, subject to the terms and conditions
of this Agreement, give the holder(s) of such entitlement and/or their
respective designated nominee(s) the right to be issued and allotted at SPA
Closing such number of New Shares as calculated pursuant to Clause
4.5;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    “Windrace’s
Warranty”

    a
representation, warranty and undertaking contained in Clauses 7.1 to 7.3 or
Parts A
through C of Schedule 4 and “Windrace’s Warranties” shall
mean all of those representations, warranties and undertakings.

    


    
      	
              1.2 

            	
              In
      this Agreement, except to the extent that context otherwise
      requires:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a
      Clause, a Sub-clause or a Schedule is, unless the context, otherwise
      requires, a reference to a clause or a sub-clause of or a schedule to this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      ordinance, regulation or other statutory provision or enactment is a
      reference to such ordinance, regulation, statutory provision or enactment
      as amended, modified, consolidated, codified, re-enacted, or extended or
      applied by a court of competent jurisdiction, from time to time whether
      before or after the date of this Agreement and includes subsidiary
      legislation made thereunder whether before or after the date of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      “company” is a
      reference to a body corporate (wherever
  incorporated);

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      “person” includes
      a reference to a company, unincorporated association, partnership, firm,
      institution, trustee, Government Entity and to any person or party and
      includes a reference to that person's or party’s legal personal
      representatives and successors;

            


    

    


    
      	
               
      

            	
              (e)

            	
              this
      Agreement (or any specific provision hereof) or any other document shall
      be construed as references to this Agreement, that provision or that other
      document as amended, varied or modified from time to time;
    and

            


    

    


    
      	
               
      

            	
              (f)

            	
              a
      “breach” of a
      warranty includes that warranty being untrue, inaccurate, misleading or
      there being relevant information omitted from it or not Disclosed in
      respect of it.

            


    

    


    
      	
              1.3

            	
              Headings
      in this Agreement are for ease of reference only and shall not affect the
      interpretation or construction of this
  Agreement.

            


    

    


    
      	
              1.4 

            	
              The
      Schedules and Exhibit form part of this
  Agreement.

            


    

    


    
      	
              1.5 

            	
              In
      construing this Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      rule known as the ejusdem generis rule shall not apply and accordingly
      general words introduced by the word “other” shall not be given a
      restrictive meaning by reason of the fact that they are preceded by words
      indicating a particular class of acts, matters or
  things;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              general
      words shall not be given a restrictive meaning by particular examples
      intended to be embraced by the general words, and where the word
      “include”, “includes” or “including” appears in any statement, it shall be
      deemed to be immediately followed by the words “without
      limitation”;

            


    

    


    
      	
               
      

            	
              (c)

            	
              words
      denoting the singular include the plural and vice versa and words denoting
      one gender include all genders;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      references to “dollars” or “$” or any similar references or designations
      contained herein mean US$; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      words “hereof”, “herein” and “hereunder” and words of similar import when
      used in this Agreement shall refer to this Agreement as a whole and not to
      any particular provision of this
Agreement.

            


    

    


    
      	
              1.6

            	
              A
      reference in this Agreement to Windrace’s or Mr. Lin’s knowledge,
      information, belief or awareness (and similar
  expressions):

            


    

    


    
      	
               
      

            	
              (f)

            	
              shall
      be a reference to the best of the knowledge, information, belief or
      awareness of Windrace and Mr. Lin, each of the directors of Windrace after
      making all reasonable enquiries;
and

            


    

    


    
      	
               
      

            	
              (g)

            	
              is
      deemed to include knowledge which each such person would have or
      information, belief or awareness of such person had all reasonable
      enquiries been made to senior management of Windrace, the Windrace Group
      Companies and SPAC.

            


    

    


    
      	
              1.7

            	
              The
      table of contents and heading contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

            


    

    


    
      	
              1.8

            	
              The
      parties have participated jointly in the negotiation and drafting of this
      Agreement.  In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted
      jointly by the parties and no presumption or burden of proof shall arise
      favoring or disfavoring any party by virtue of the authorship of any
      provisions of this Agreement.

            


    

    


    
      	
              2. 

            	
              INVESTMENT
      

            


    

    


    
      	
              2.1

            	
              Subject
      to the fulfilment of Conditions set out in Clause 3.1, Windrace shall as
      registered and/or beneficial owners sell, and each of the Investors shall
      purchase, the Sale Warrants, at the Agreed Proportion set under its name
      in Schedule
      1, on
      and subject to the terms and conditions of this Agreement and free from
      any Encumbrance and with all rights now and hereafter attaching
      thereto.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              Subject
      to the fulfilment of Conditions set out in Clause 3.1, Windrace shall
      grant to the Investors the Windrace Shares Entitlement at the Agreed
      Proportion set under their respective names in Schedule
      1 on and subject to the terms and conditions of this
      Agreement.

            


    

    


    
      	
              2.3

            	
              Subject
      to Closing having taken place and upon SPA Closing, the Windrace Shares
      Entitlement shall be deemed to be exercised by its holder(s)
      thereof.

            


    

    


    
      	
              2.4

            	
              Subject
      to Closing having taken place and upon SPA Closing and Post-SPA Closing
      (as the case may be), Mr. Lin shall procure Exceed to issue and allot to
      the Investors, and the Investors shall subscribe or procure the
      subscription for, such number of New Shares, calculated in accordance with
      Clauses 4.5 and 4.6(b) respectively, at the Agreed Proportion set under
      their respective names in Schedule
      1 on and subject to the terms and conditions of this
      Agreement.  Windrace agrees that the New Shares will, when
      issued, rank pari passu in all respects with the other Shares in issue or
      to be issued by Exceed on the date of issue including the rights to all
      dividends and other distributions declared, made or paid at any time after
      the date of issue.

            


    

    


    
      	
              3. 

            	
              CONDITIONS

            


    

    


    
      	
              3.1

            	
              Closing
      is conditional on the following Conditions being satisfied, or (save as
      regards paragraph (b) below) waived pursuant to Clause 3.3, on or before
      the Conditions Deadline:

            


    

    


    
      	
               
      

            	
              (a)

            	
              due
      diligence on the Windrace Group, including without limitation, its state
      of affairs, assets and liabilities, financial position and business
      operation, being completed to the satisfaction of the
      Investors;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Investors having obtained a legal opinion of a qualified law firm in the
      place of incorporation of each Windrace Group Company and acceptable to
      the Investors covering matters in respect of the due incorporation of each
      Windrace Group Company, its valid existence and that no resolution or
      order has been made or passed to appoint receiver, liquidator or similar
      officer of, or to wind up or dissolve any Windrace Group Company and all
      such other legal matters as the Investors may consider to be relevant, in
      such form and substance to the Investors’
  satisfaction;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      legally required authorizations, consents and approvals legally required
      in any and all applicable Regulations to give effect to all the
      transactions contemplated hereunder (including, without limitation, the
      approval for the acquisition and the transfer of the Sale Warrants, the
      granting of the Windrace Shares Entitlement and the issue of the New
      Shares by Exceed and such waivers as may be necessary of terms which would
      otherwise constitute a default under any instrument, contract, document or
      agreement to which any Windrace Group Company is a party or by which its
      assets are bound, which includes the waiver contemplated under the
      Elevatech Letter Agreement) having been obtained to the satisfaction of
      the Investors and not revoked, and where any consent or approval is
      subject to conditions, such conditions being satisfied to the opinion of
      the Investors;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              this
      Agreement and the transactions contemplated hereunder having been approved
      by the respective investment committees of the
  Investors;

            


    

    


    
      	
               
      

            	
              (e)

            	
              (i)
      the Windrace’s Warranties contained in paragraphs 1.1, 1.2, and 2 through
      4 in Part
      A of Schedule 4 remaining true and accurate in all respects and not
      misleading in any respect as of the Closing Date by reference to the facts
      and circumstances subsisting as at the Closing Date; and (ii) the
      Windrace’s Warranties (save for those warranties set out in (i) above),
      remaining true and accurate in all material respects and not misleading in
      any material respect as of the Closing Date by reference to the facts and
      circumstances subsisting as at the Closing Date;
  and

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      SPA having become unconditional in all
respects.

            


    

    


    
      	
              3.2

            	
              Each
      of the parties hereto hereby undertakes to use all reasonable efforts to
      procure the fulfilment of the Condition set out in Clause 3.1(c) on or
      before the Conditions Deadline.

            


    

    


    
      	
               
      

            	
              3.3

            	
              (a)

            	
              Each
      of Windrace and Mr. Lin hereby undertakes to use all reasonable efforts to
      procure the fulfilment of the Conditions set out in Clauses 3.1(a), (b),
      (e) and (f) on or before the Conditions Deadline unless specifically
      waived by the Investors in writing;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              each
      of Investors hereby undertakes to use all reasonable efforts to procure
      the fulfilment of the Condition set out in Clause 3.1(d) on or before the
      Conditions Deadline unless specifically waived by the Investors in
      writing.

            


    

    


    
      	
              3.4

            	
              If
      any of the Conditions stated in Clause 3.1 shall not be fulfilled or
      waived pursuant to Clause 3.3 on or before the Conditions Deadline, this
      Agreement shall be automatically terminated (other than Clauses 9, 11, 12,
      13, 14.2 and 14.3 to 17, and all provisions relevant to the interpretation
      and enforcement thereof) and in which event Clause 9 shall
      apply.

            


    

    


    
      	
              4. 

            	
              CONSIDERATION

            


    

    


    
      	
              4.1

            	
              The
      aggregate consideration for the Investors’ investment as contemplated
      hereunder shall be US$30,000,000 (“Consideration”).

            


    

    


    
      	
              4.2

            	
              The
      Investors shall, within two (2) Business Days from the signing of this
      Agreement, pay or cause to be paid to the Escrow Agent, subject to the
      terms and conditions set out herein and in the Escrow Agreement, the
      Deposit in part payment of the Consideration.   The Deposit
      shall be paid by transfer of fund, cashier order or cheque drawn on a
      licensed bank in Hong Kong in favour of the Escrow
  Agent.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              4.3

            	
              In
      the event that the Investors have received a certificate issued by a
      director of each of Windrace and SPAC confirming the satisfaction or the
      waiver of all of the conditions contained clause 3.1 of the SPA (“Directors’ Certificate”)
      on or before the Conditions Deadline, the Investors shall deposit or cause
      to be deposited, within two (2) Business Days after receiving the
      Directors’ Certificate, with the Escrow Agent, subject to the terms and
      conditions set out herein and in the Escrow Agreement, a sum of
      US$27,500,000 (“Second
      Payment”).  The Second Payment shall be settled by
      transfer of fund or a cashier order or cheque drawn on a licensed bank in
      Hong Kong in favour of the Escrow
Agent.

            


    

    


    
      
        	
              	
                4.4

              	
                At
      Closing, (a) Windrace
      shall grant the Windrace Shares Entitlement to the Investors and/or their
      respective designated nominee(s) at the Agreed Proportion set under their
      respective names in Schedule
      1, and

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              Windrace
      and the Investors shall issue joint written instruction(s) to the Escrow
      Agent for the release of the Second Payment to Windrace or any person as
      it may direct.

            


    

    


    
      	
              4.5

            	
              At
      SPA Closing, the Windrace Shares Entitlement shall be deemed to be
      exercised by its holder(s) thereof and Mr. Lin shall procure Exceed to
      issue and allot such number of New Shares being the amount of the Second
      Payment divided by US$7.58 to the Investors and/or their respective
      designated nominee(s) at the Agreed Proportion set under their respective
      names in Schedule
      1.  Upon the issue and allotment of such number of New
      Shares as provided herein, all rights of the Investors under the Windrace
      Shares Entitlement shall be
extinguished.

            


    

    


    
      	
              4.6

            	
              At
      Post-SPA Closing,

            


    

    


    
      	
               
      

            	
              (a)

            	
              Windrace
      shall out of the Warrants purchased by Windrace as contemplated in Clause
      5.3 (at a purchase price of not more than US1.00 for each Warrant),
      transfer to the Investors and/or their respective designated nominee(s) at
      the Agreed Proportion set under their respective names in Schedule
      1 the
      maximum number of the Sale Warrants up to 2,500,000 units at the average
      price paid by Windrace for such Warrants,
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Mr.
      Lin shall procure Exceed to issue and allot to the Investors and/or their
      respective designated nominee(s) at the Agreed Proportion set under their
      respective names in Schedule
      1 such number of New Shares to be calculated as
      follows:

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              A
      =

            	
              (B
      - C) / US$7.58

            


    

    


    
      	
            	
              A
      =

            	
              number
      of New Shares to be issued and allotted by
  Exceed

            


    

    
      	
            	
              B
      =

            	
              the
      amount of the Deposit together with all interests accrued
      thereon

            


    

    
      
        	
              	
                C =

              	
                the
      aggregate amount of the price payable by the Investors for the Sale
      Warrants pursuant to Clause 4.6(a),
and

              


      

    

    


    Windrace
and the Investors shall issue joint written instruction(s) to the Escrow Agent
for the release of the Deposit together with all interests accrued thereon to
Windrace or any person as it may direct.

    


    
      	
              5. 

            	
              PRE-CLOSING
      MATTERS

            


    

    


    
      	
              5.1

            	
              Windrace
      hereby undertakes with the Investors that if at any time before Closing,
      each of Windrace or Mr. Lin comes to know of any fact, circumstance or
      event which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)
      is in any way inconsistent with such Windrace’s Warranties contained in
      paragraphs 1.1, 1.2 and 2 through 4 in Part
      A of Schedule
      4, or suggests that any fact warranted may not be as warranted or
      may be misleading in any respect or (ii) is in any way inconsistent with
      any of the undertakings or Windrace’s Warranties (save for those
      warranties set out in 5.1(a)(i) above), or suggests that any fact
      warranted may not be as warranted or may be misleading in any material
      respect; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              may
      have occurred any material adverse effect (“Material Adverse
      Effect”) on: -

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      business, assets, properties, results of operations or condition
      (financial or otherwise) of any of the Windrace Group Companies or one or
      more Windrace Group Companies taken as a whole or any of Exceed or SPAC;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      ability of a prudent purchaser for value of the Sale Warrants or a
      subscriber for value of the Windrace Shares Entitlement and/or the New
      Shares to consummate the transactions contemplated by this Agreement or
      perform its obligations under this
Agreement;

            


    

    


    provided,
however, that none of the following shall be deemed to constitute, and none of
the following shall be taken into account in determining whether there has been
a Material Adverse Effect: any adverse change, event, development, or effect
arising from or relating to (a) the economy in general or (b) the industry in
which the Windrace Group or any of Exceed or SPAC operates in general (in each
case under (a) and (b) not specifically relating to or disproportionately
affecting the Windrace Group or any of Exceed or SPAC); or

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Windrace
or Mr. Lin shall as soon as practicable give written notice thereof to the
Investors.

    


    
      	
              5.2

            	
              Each
      of Windrace and Mr. Lin hereby undertakes with the Investors that pending
      Closing: -

            


    

    


    
      	
               
      

            	
              (a)

            	
              it/he
      shall, and shall procure that each Windrace Group Company
      shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              not
      do (directly or indirectly)  or allow to be done any act or
      omission which would constitute or give rise to a breach of any of the
      Windrace’s Warranties if the Windrace’s Warranties were given at any time
      up to the Closing Date;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              procure
      that the Investors and their respective authorised representatives and
      advisers are promptly given full access to all the Records and other
      documents of each Windrace Group Company and all such information,
      explanations and copies with respect thereto (or thereof) and to the
      business, affairs, assets, liabilities and contracts of each Windrace
      Group Company as the Investors or their respective authorised
      representatives or advisers may reasonably
  request;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              not
      dispose of any interest in any shares or equity interests in any of the
      Windrace Group Company or any of them or create or grant any Encumbrance
      over or in respect of any of them;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              not
      pass any resolution in general meeting of any Windrace Group Company
      (other than any resolution constituting ordinary business conducted at an
      annual general meeting) without sending prior written notice to the
      Investors;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it/he
      will procure that at all times up to Closing each Windrace Group Company
      will comply with the provisions of Schedule
      6; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              it/he
      will use all reasonable endeavours and exercise its/his rights under the
      SPA to ensure that at all times up to Closing SPAC and Exceed will comply
      with the provisions of Schedule
      7.

            


    

    


    
      	
              5.3

            	
              Each
      of Windrace and Mr. Lin hereby undertakes with the Investors that it shall
      after SPA Closing use its best endeavours to purchase up to the maximum
      number of Sale Warrants at a purchase price of not more than US1.00 for
      each Warrant.  Such Warrants shall be purchased in the name of
      and delivered to Windrace or the Investors or their respective designated
      nominee(s) or such other entity(ies) as may be directed by the Investors
      from time to time.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              6. 

            	
              CLOSING, SPA CLOSING
      AND POST-SPA CLOSING

            


    

    


    
      	
              6.1

            	
              Subject
      to Clause 3.1, Closing shall take place at the offices of Deacons at
      5th
      Floor, Alexandra House, 18 Chater Road, Central or such
      other place(s) as may be agreed between the parties on (a) the SPA Closing
      Date but immediately prior to the SPA Closing and after (b) all the
      Conditions set out in Clause 3.1 have been satisfied (or waived pursuant
      to Clause 3.3, and any conditions attaching to such waiver having been
      satisfied) (except the Condition set out in Clause 3.1(e) which shall be
      fulfilled simultaneously upon Closing) unless the parties otherwise agree
      in writing, but in any event no later than November 7,
    2009.

            


    

    


    
      	
              6.2

            	
              At
      or before Closing, Windrace and/or Mr. Lin shall procure the doing of the
      things and the delivery to the Investors of those documents and other
      items set out in paragraph (A) of Part
      A of Schedule 3, and the Investors shall procure the doing of the
      things and the delivery to Windrace of those documents and other items set
      out in paragraph (B) of Part
      A of Schedule 3.

            


    

    


    
      	
              6.3

            	
              At
      Closing and against full compliance by Windrace and/or Mr. Lin with all
      their respective obligations under paragraph (A) of Part
      A of Schedule 3, Windrace and the Investors shall issue joint
      written instruction to the Escrow Agent for the release of the Second
      Payment  to Windrace or any person as it may
    direct.

            


    

    


    
      	
              6.4

            	
              At
      SPA Closing, and against full compliance by the Investors with their
      respective obligations under sub-paragraph 1.2 of paragraph (B) of Part
      A of Schedule 3, each of Windrace and Mr. Lin shall procure the
      doing of the things and the delivery to the Investors of those documents
      and other items set out in Part
      B of Schedule
      3.

            


    

    


    
      	
              6.5

            	
              At
      Post-SPA Closing, and against full compliance by the Investors with their
      respective obligations under sub-paragraph 1.1 of paragraph (B) of Part
      C of Schedule 3, each of Windrace and Mr. Lin shall procure the
      doing of the things and the delivery to the Investors of those documents
      and other items set out in paragraph (A) of Part
      C of Schedule
      3.

            


    

    


    
      	
              7. 

            	
              WARRANTIES AND
      INDEMNITIES

            


    

    


    
      	
              7.1

            	
              Each
      of Windrace and Mr. Lin hereby represents, warrants and undertakes to the
      Investors, and their respective successors in title
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              that
      each statement contained in paragraphs 1.1, 1.2, 2 through 4 in Part
      A of Schedule 4 is true, accurate and complete in all respects and
      not misleading in any respect,

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              each
      statement contained in Parts
      A and B of Schedule 4 (save for those Windrace’s Warranties set out
      in (i) above) is true, accurate and complete in all material respects and
      not misleading in any material respect,
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              based
      on publicly available information and assuming all representations and
      warranties made by Exceed and SPAC in the SPA are true, accurate and
      complete in all material respects and not misleading in any material
      respect as of the date of this Agreement and on each day up to and
      including the Closing Date, each statement contained in Part
      C of Schedule 4 is true, accurate and complete in all material
      respects and not misleading in any material
  respect,

            


    

    


    in the
case of each of (i), (ii) and (iii), at the date of this Agreement and on each
day up to and including the Closing Date (and in the case of paragraphs 1 to 4
in Part A of
Schedule 4, up to and including the Post-SPA Closing) with reference to
the facts and circumstances from time to time applying, provided however, that
any statement contained herein that is qualified by a materiality standard or a
material adverse effect shall not be further qualified thereby.  Each
of Windrace and Mr. Lin hereby acknowledges that each of the Investors is
entering into this Agreement in reliance upon each Windrace’s
Warranty.  The parties to this Agreement expressly agree that the
Windrace’s Warranties are made and given subject to the matters Disclosed and
shall not be nor shall be deemed to be in breach of any of the Windrace’s
Warranties in respect of matters Disclosed, provided that such Windrace’s
Warranties when read in conjunction with the matters Disclosed satisfy the
standards set forth in the first sentence of this paragraph.  The
Windrace’s Warranties are qualified by those matters Disclosed.

    


    
      	
              7.2

            	
              Each
      Windrace’s Warranty is separate and independent of and without prejudice
      to any other Windrace’s Warranty and, except where expressly stated
      otherwise, is not limited by any provision of this Agreement or another
      Windrace’s Warranty.  The Windrace’s Warranties shall survive
      Post-SPA Closing.

            


    

    


    
      	
              7.3

            	
              Each
      of Windrace and Mr. Lin hereby agrees to indemnify and keep indemnified on
      demand the Investors and their respective successors in title from and
      against all losses, costs and expenses (including legal expenses) which
      the Investors actually sustain from or in consequence of any of the
      Windrace’s Warranties contained in (i) paragraphs 1.1, 1.2, 2 through 4 in
      Part
      A of Schedule 4 not being true and accurate or fully complied with
      in any respect; and (ii) Parts
      A, B and C of Schedule 4 (save for those Windrace’s Warranties set
      out in (i) above), not being true and accurate or complied with in all
      material respects or being misleading in any material
      respect.  This indemnity shall be without prejudice to any other
      rights and remedies of the Investors in relation to any such breach of any
      such Windrace’s Warranties and all other rights and remedies are expressly
      reserved to the Investors.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              7.4

            	
              Each
      of the Investors represents, warrants and undertakes to Windrace, Mr. Lin
      and their respective successors in title that each statement contained in
      Schedule
      5 is true, accurate and complete in all respects and not misleading
      in any respect at the date of this Agreement and on each day up to and
      including the Closing Date with reference to the facts and circumstances
      from time to time applying, provided however, that any statement
      contained herein that is qualified by a materiality standard or a material
      adverse effect shall not be further qualified thereby.  Each of
      the Investors acknowledges that each of Windrace and Mr. Lin is entering
      into this Agreement in reliance upon each Investors’
    Warranty.

            


    

    


    
      	
              7.5

            	
              Each
      Investors’ Warranty is separate and independent and without prejudice to
      any other Investors’ Warranty and, except where expressly stated
      otherwise, is not limited by any provision of this Agreement or another
      Investors’ Warranty.  The Investors’ Warranties shall survive
      Closing.

            


    

    


    
      	
              7.6

            	
              Each
      of the Investors agrees to indemnify and keep indemnified on demand
      Windrace, Mr. Lin and their respective successors in title from and
      against all losses, costs and expenses (including legal expenses) which
      Windrace or Mr. Lin actually sustain from or in consequence of any of the
      Investors’ Warranties contained in Schedule
      5 not being correct or fully complied with in any
      respect.  This indemnity shall be without prejudice to any other
      rights and remedies of Windrace or Mr. Lin in relation to any such breach
      of any such Investors’ Warranties and all other rights and remedies are
      expressly reserved to Windrace and Mr.
Lin.

            


    

    


    
      
        	
                7.7

              	
                Mr.
      Lin agrees to indemnify and keep indemnified on demand Windrace and its
      successors in title from and against all losses, costs and expenses
      (including legal expenses) which Windrace actually sustains from or
      in consequence of Windrace's entering into this Agreement, including but
      not limited to any indemnification amounts payable by Windrace to the
      Investors under Clause 7.3 (collectively, the "Financial Losses"). The
      indemnification obligation set forth in the foregoing sentence, however,
      shall terminate immediately and have no further effect upon SPA Closing.
      For the avoidance of doubt, Mr. Lin shall have no obligation to indemnify
      Windrace under this Clause 7.7 for any Financial Losses sustained by
      Windrace after SPA Closing, even if such losses are attributable to
      conducts or events prior to SPA
Closing.

              


      

    

    


    
      	
              8. 

            	
              POST CLOSING
      UNDERTAKINGS

            


    

    


    
      	
              8.1

            	
              Subject
      to Closing having taken place, each of Windrace and Mr. Lin shall execute
      such further documents and perform and procure such acts and things as the
      Investors may reasonably require to vest the beneficial and registered
      ownership of the Sale Warrants, the Windrace Shares Entitlement and the
      New Shares in the Investors and/or their respective designated nominee(s)
      free from any Encumbrances and to give full effect to Windrace’s
      obligations under this Agreement.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
              Subject
      to Closing having taken place, each of Windrace and Mr. Lin irrevocably
      and unconditionally undertakes to the Investors that it shall execute and
      procure SPAC or Exceed to execute such further documents and perform and
      procure filings and registrations and such other acts and things as the
      Investors may reasonably require (including all amendments to the articles
      of association of Windrace or Exceed, being the surviving entity of SPAC)
      (i) to confer on the Investors its rights and benefits that shall be
      enjoyed by the Investors through their holdings in Windrace or Exceed
      (after the SPA Closing) and (ii) to promptly secure the registration for
      resale under the securities laws of the United States of all New Shares to
      be issued to the Investors as contemplated
  hereunder.

            


    

    


    
      	
              8.3

            	
              Each
      of Windrace and Mr. Lin hereby irrevocably and unconditionally undertakes
      with the Investors that it will upon SPA Closing procure the nomination of
      a representative from each of (i) the Investors collectively and (ii) SPAC
      for election as directors of 福建喜得龍體育用品有限公司
      (Fujian Xidelong Sports Goods Co., Ltd.) and/or 喜得龍(中國)有限公司
      (Xidelong (China) Co. Ltd.), and each of such board(s) shall not have more
      than five directors (“Appointments”).

            


    

    


    
      	
              8.4

            	
              Subject
      to Closing having taken place, Mr. Lin undertakes to the Investors
      that  he will not (and will procure Ms. Xiayu Chen (“Ms. Chen”) and their
      respective designated nominee(s), not to), transfer or dispose of, or
      grant or create any interests or rights of any nature in respect of, any
      interest in the Shares held by him (including those held on trust for Ms.
      Chen) and/or Ms. Chen and/or their respective designated nominee(s), prior
      to the date falling thirty-six (36) months from the SPA
      Closing.  The transfer restriction set forth in the immediately
      preceding sentence shall not apply to the loan of, or other transfer of
      dispositive power over, such Shares by Mr. Lin and/or Ms. Chen to
      shareholders of Exceed who both: (i) beneficially own less than 10% of the
      outstanding Shares after giving effect to such transfer; and (ii) are not
      otherwise affiliated with Exceed at the time of the
    transfer.

            


    

    


    
      	
              9. 

            	
              TERMINATION

            


    

    


    
      	
              9.1

            	
              Subject
      to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Closing
      does not take place on the date set forth in Clause 6.1 hereof as a result
      of Windrace or Mr. Lin failing  to comply with any of their
      obligations under Clause 6; or

            


    

    


    
      	
            	
              (b) 

            	
              at
      any time prior to Closing, any of the Investors becomes aware
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      of the Windrace’s Warranties is incorrect, inaccurate or misleading;
      or

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              any
      obligation of Windrace or Mr. Lin hereunder has not been or is (in the
      reasonable opinion of the Investors) incapable of being carried
      out,

            


    

    


    
      	
               
      

            	
              in
      the case of either (i) or (ii) in a way which (in the reasonable opinion
      of the Investors) is material in the context of the proposed acquisition
      of the Sale Warrants and the Windrace Shares Entitlement and the
      subscription of the New Shares,

            


    

    


    
      	
               
      

            	
              any
      of the Investors may, at its option (but without prejudice to any other
      right or remedy it may have, including without limitation any right to
      subsequently claim for (x) such failure to comply, (y) breach of contract
      by Windrace or Mr. Lin or (z) breach of the Windrace’s Warranties) by
      written notice to Windrace and Mr. Lin prior to Closing, elect
      to:

            


    

    


    
      	
            	
              (aa) 

            	
              proceed
      to Closing in so far as reasonably
practicable;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              postpone
      Closing to a date (which in any event shall not exceed thirty (30)
      Business Days beyond the Closing Date) after the Closing Date in
      accordance with Clause 6.1 hereof;
or

            


    

    


    
      	
            	
              (cc) 

            	
              terminate
      this Agreement.

            


    

    


    
      	
               
      

            	
              If
      any of the Investors elects to postpone Closing in accordance with Clause
      9.1(bb), the provisions of this Agreement shall apply (excluding the
      option to further postpone the Closing under Section 9.1(bb)) until the
      date of such Closing.

            


    

    


    
      	
              9.2

            	
              Subject
      to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Closing
      does not take place on the date set forth in Clause 6.1 hereof as a result
      of any of the Investors failing  to comply with any of their
      obligations under Clause 6; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              at
      any time prior to Closing, any of Windrace or Mr. Lin becomes aware
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      of the Investors’ Warranties is incorrect, inaccurate or misleading;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      obligation of the Investors hereunder has not been or is (in the
      reasonable opinion of Windrace or Mr. Lin) incapable of being carried
      out,

            


    

    


    
      	
               
      

            	
              in
      the case of either (i) or (ii) in a way which (in the reasonable opinion
      of Windrace or Mr. Lin) is material in the context of the proposed
      acquisition of the Sale Warrants and the Windrace Shares Entitlement and
      the subscription of the New Shares,

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Windrace
      or Mr. Lin may, at its option (but without prejudice to any other right or
      remedy it may have, including without limitation any right to subsequently
      claim for (x) such failure to comply, (y) breach of contract by any of the
      Investors or (z) breach of the Investors’ Warranties) by written notice to
      the Investors prior to Closing, elect
to:

            


    

     

    
      	
            	
              (aa) 

            	
              proceed
      to Closing in so far as reasonably
practicable;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              postpone
      Closing to a date (which in any event shall not exceed thirty (30)
      Business Days beyond the Closing Date) after the Closing Date in
      accordance with Clause 6.1 hereof;
or

            


    

    


    
      	
            	
              (cc) 

            	
              terminate
      this Agreement.

            


    

    


    
      	
               
      

            	
              If
      Windrace or Mr. Lin elects to postpone Closing in accordance with Clause
      9.2(bb), the provisions of this Agreement shall apply (excluding the
      option to further postpone the Closing under Section 9.2(bb)) until the
      date of such Closing.

            


    

    


    
      	
              9.3

            	
              If
      this Agreement shall be terminated under Clauses 9.1 and 9.2 or any of the
      Conditions is not fulfilled (or waived by the Investors pursuant to Clause
      3.3) on or before the Conditions
Deadline:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Windrace
      shall forthwith pay or cause to be paid to the Investors the Consideration
      already paid by the Investors and (where this Agreement is not terminated
      by Windrace due to the Investors’ breach of their respective undertakings
      as provided for in Clauses 4.2, 4.3 and 6) Mr. Lin shall forthwith pay to
      the Investors an amount equivalent to interests accrued on the
      Consideration already paid by the Investors at the rate of 10% per annum
      from the date of payment by the Investors until and including the date of
      refund.  Without prejudice to the generality of the above,
      Windrace and the Investors shall forthwith give joint instructions to the
      Escrow Agent in writing to release any of the Consideration remaining in
      the Escrow Account and all interests accrued thereon to the Investors (or
      to such person(s) as the Investors may direct, as set out in the joint
      instructions); and

            


    

    


    
      	
               
      

            	
              (b)

            	
              save
      as otherwise provided herein, all rights and obligations of the parties
      shall cease immediately upon termination, except
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              termination
      shall not affect the then accrued rights and obligations of the
      parties;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              termination
      shall be without prejudice to the continued application of this Clause and
      Clauses 11, 12, 13, 14.2 and 14.3 to 17  (and all provisions
      relevant to the interpretation and enforcement thereof) which shall remain
      in full force and effect; and

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (iii)

              	
                other
      than due to the Investors’ breach of their respective undertakings as
      provided for in Clauses 4.2, 4.3 and 6 (provided that Windrace shall have
      complied with its obligations contemplated under this Agreement), Windrace
      and Mr. Lin shall (in addition to any other remedy the Investors may have)
      indemnify the Investors against all costs and expenses (including the
      costs and expenses of legal, financial, accounting and other advisers)
      incurred by the Investors in connection with the negotiation, preparation,
      execution and termination of this Agreement and the proposed purchase of
      the Sale Warrants / the proposed acquisition of the Windrace Shares
      Entitlement / the proposed subscription of the New Shares (and all due
      diligence and other investigations and research in connection therewith)
      or the satisfaction of any of the Conditions set forth in Clause 3.1,
      provided that such indemnity shall be subject to a maximum sum of
      US$50,000 and shall be without prejudice to any other rights and remedies
      of the Investors.

              


      

    

    


    
      	
              9.4

            	
              Subject
      to Closing having taken place, if SPA Closing does not occur on or before
      November 7, 2009, this Agreement shall immediately be automatically
      terminated subject to the
following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Windrace
      shall forthwith pay or cause to be paid to the Investors the Consideration
      already paid by the Investors and Mr. Lin shall forthwith pay to the
      Investors an amount equivalent to interests accrued on the Consideration
      already paid by the Investors at the rate of 10% per annum from the date
      of payment by the Investors until and including the date of
      refund.  Without prejudice to the generality of the
      above,  Windrace and the Investors shall forthwith give joint
      instructions to the Escrow Agent in writing to release any of the
      Consideration remaining in the Escrow Account and all interests accrued
      thereon to the Investors (or to such person(s) as the Investors may
      direct, as set out in the joint
instructions);

            


    

    


    
      	
               
      

            	
              (b)

            	
              (i)
      the Investors shall, upon Windrace’s request in writing and at the cost of
      Windrace, transfer or cause to be transferred, if any, all the Sale
      Warrants transferred to the Investors or their respective designated
      nominee(s) as contemplated hereunder to such person as may be directed by
      Windrace in writing without any liability on the part of the Investors;
      and (ii) all the Windrace Shares Entitlement shall be extinguished; and
      each of Windrace and Mr. Lin shall indemnify and keep indemnified on
      demand the Investors and their respective designated nominee(s) and
      successors in title from and against all losses, costs and expenses
      (including legal expenses) which the Investors and/or their respective
      designated nominee(s) may incur or sustain from or in consequence of such
      transfer and/or extinguishment; and

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              save
      as otherwise provided herein, all rights and obligations of the parties
      shall cease immediately upon termination, except
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              termination
      shall not affect the then accrued rights and obligations of the
      parties;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              termination
      shall be without prejudice to the continued application of this Clause and
      Clauses 11, 12, 13, 14.2 and 14.3 to 17  (and all provisions
      relevant to the interpretation and enforcement thereof) which shall remain
      in full force and effect; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Windrace
      and Mr. Lin shall (in addition to any other remedy the Investors may have)
      indemnify the Investors against all costs and expenses (including the
      costs and expenses of legal, financial, accounting and other advisers)
      incurred by the Investors in connection with the negotiation, preparation,
      execution and termination of this Agreement and the proposed purchase of
      the Sale Warrants / the proposed acquisition of the Windrace Shares
      Entitlement / the proposed subscription of the New Shares (and all due
      diligence and other investigations and research in connection therewith)
      or the satisfaction of any of the Conditions set forth in Clause 3.1,
      provided that such indemnity shall be subject to a maximum sum of
      US$50,000 and shall be without prejudice to any other rights and remedies
      of the Investors.

            


    

    


    
      	
              10. 

            	
              CANCELLATION OF
      WARRANTS

            


    

    


    
      	
              10.1

            	
              Windrace
      undertakes with the Investors that any Warrants purchased by it less the
      Sale Warrants shall be cancelled immediately after Post-SPA
      Closing.

            


    

    


    
      	
              11. 

            	
              LIMITATION OF
      LIABILITIES

            


    

    


    
      	
              11.1

            	
              The
      parties hereby agree that the entire liability of (i) both of Windrace and
      Mr. Lin to the Investors; and (ii) the Investors to both of Windrace and
      Mr. Lin, under this Agreement, and/or in respect of any and all
      matters/transactions contemplated under this Agreement including but not
      limited to sums payable in respect of claims (whether contractual,
      tortious or otherwise) (“Claims”) (exclusive of
      any loss of opportunity in other investments) arising out of any one or
      more of the following:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              breaches
      of the express or implied terms of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      indemnity, damages or compensation in respect of the matters set out in
      this Agreement;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              all
      Claims for breach of any undertakings/covenants/representations made by
      the Sellers under this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      Claims for breach by the parties hereunder of any of their obligations or
      commitment under this Agreement;
and

            


    

    


    
      	
               
      

            	
              (e)

            	
              interest
      (if any) in respect of any of the above
  payments,

            


    

    


    
      	
               
      

            	
              shall
      be set out in Clause 11.2.

            


    

    


    
      
        	
                11.2

              	
                (a)

              	
                Except
      as set forth in Clause 11.3, the total liability of both of Windrace and
      Mr. Lin in contract, tort (including negligence), breach of statutory
      duty, misrepresentation, restitution or otherwise shall be limited to
      US$3,000,000 in aggregate.

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              Except
      as set forth in Clause 11.3, the total
      liability of the Investors in contract, tort (including negligence),
      breach of statutory duty, misrepresentation, restitution or otherwise
      shall be limited to US$3,000,000  in
  aggregate.

            


    

    


    
      	
              11.3 

            	
              Nothing
      in this Agreement limits or excludes any party’s
  liability:

            


    

    


    
      	
               
      

            	
              (a)

            	
              for
      death or personal injury resulting from negligence;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      damage or liability incurred as a result of fraud or fraudulent
      misrepresentation; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      other matter in respect of which it would be illegal for any party to
      exclude or limit its liability.

            


    

    


    
      	
              11.4

            	
              Both
      of Windrace and Mr. Lin on the one hand and the Investors on the other
      hand shall not be entitled to recover more than once in respect of any one
      breach giving rise to a claim under this
  Agreement.

            


    

    


    
      	
              11.5

            	
              The
      rights of the Investors in respect of any Claim under this Agreement shall
      be restricted in the following
manner:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Claim under this Agreement shall be made against Windrace or Mr. Lin
      unless written notice thereof (specifying the nature, quantum and full
      particulars) shall have been given by the Investors to Windrace or Mr. Lin
      on or before the expiry of three (3) years after the Closing
      Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Claim under this Agreement shall be made unless the amount of the claim or
      the aggregate amount of the Claims is over US$100,000, and for this
      purpose no Claim shall be aggregated unless its amount is over US$20,000.
      

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              11.6

            	
              The
      rights of Windrace or Mr. Lin or any of them in respect of any Claim under
      this Agreement shall be restricted in the following
  manner:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Claim under this Agreement shall be made against the Investors unless
      written notice thereof (specifying the nature, quantum and full
      particulars) shall have been given by Windrace or Mr. Lin to the Investors
      on or before the expiry of three (3) years after the Closing
      Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Claim under this Agreement shall be made unless the amount of the claim or
      the aggregate amount of the Claims is over US$100,000, and for this
      purpose no Claim shall be aggregated unless its amount is over
      US$20,000.

            


    

    


    
      	
              11.7

            	
              It
      is expressly agreed and confirmed by the parties that all the obligations
      and liabilities of the Investors under this Agreement and/or any matters
      contemplated therein shall be on a several basis in the Agreed
      Proportion.

            


    

    


    
      	
              12. 

            	
              GUARANTEE BY MR.
      LIN

            


    

    


    
      	
              12.1

            	
              In
      consideration of the Investors agreeing at the request of Windrace (as
      evidenced by its execution hereof) to enter into this Agreement, Mr. Lin
      hereby unconditionally and irrevocably guarantees to the Investors the due
      and punctual performance and discharge by Windrace of all obligations
      (whether present or future, actual or contingent) due, owing or incurred
      to the Investors by Windrace under or pursuant to this Agreement
      including, without limiting the generality of the foregoing, the payment
      of all moneys that may at any time be or become due and payable to the
      Investors by Windrace, whether by way of costs, expenses, losses, damages
      or as a consequence of any breach or non-fulfilment of any representation,
      warranty or undertaking or otherwise (all of which obligations are
      hereinafter called the “Windrace’s Obligations”)
      to the intent that should Windrace fail duly and punctually to perform or
      discharge any of Windrace’s Obligations, Mr. Lin shall forthwith upon
      demand perform and discharge or procure the performance and discharge of
      Windrace’s Obligations.

            


    

    


    
      	
              12.2

            	
              In
      addition and without prejudice to the guarantee contained above, Mr. Lin
      hereby unconditionally and irrevocably agrees, as a primary obligation, to
      indemnify the Investors against all costs, expenses, losses or damages
      incurred by the Investors as a result of the failure by Windrace to make
      any payment under this Agreement when due or as a result of any of
      Windrace’s Obligations being or becoming void, voidable or unenforceable
      for any reason whatsoever (whether or not known to the Investors), the
      amount of such costs, expenses, losses or damages being the amount which
      any of the Investors would have otherwise been entitled to recover from
      Windrace together with all expenses which the any of the Investors may
      reasonably and properly incur in proceeding against Windrace or Mr. Lin
      .

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              12.3

            	
              This
      guarantee shall be a continuing guarantee and shall remain in full force
      and effect until all of Windrace’s Obligations have been duly performed
      and discharged notwithstanding the insolvency or liquidation or any
      incapacity or change in the constitution or status of Windrace or other
      matter whatsoever.  This guarantee is in addition to and
      independent of, and shall not be affected in any way by any dealing with,
      any other guarantee or other security now or at any time hereafter held by
      the Investors.

            


    

    


    
      	
              12.4

            	
              So
      long as any of Windrace’s Obligations remain outstanding Mr. Lin shall not
      exercise any right of subrogation or any other right of a surety or
      enforce any security or other right or claim against Windrace or any other
      person whether in respect of its liability under this guarantee or
      otherwise or claim in the insolvency, liquidation or bankruptcy of
      Windrace in competition with the
Investors.

            


    

    


    
      	
              12.5

            	
              All
      payments under this guarantee shall be made in full without set-off or
      counterclaim or any restriction or condition and free and clear of any
      present or future taxes, duties, charges or other deductions or
      withholdings of any nature.  If any deduction or withholding is
      required to be made from any such payment, Mr. Lin shall, together with
      such payment, pay to the Investors such additional amount as is necessary
      to ensure that the Investors receive the full amount due
      hereunder.

            


    

    


    
      	
              12.6

            	
              Mr.
      Lin shall be liable under this guarantee as if it were a primary obligor
      and the liability of it shall not be affected or discharged
      by:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      granting of time or any other indulgence to Windrace or to any other
      person;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      amendment, variation, compounding or release of Windrace’s
      Obligations;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      invalidity or unenforceability of any of Windrace’s
      Obligations;

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      waiver or exercise of, or omission to exercise, any rights against
      Windrace or any other person;

            


    

    


    
      	
               
      

            	
              (e)

            	
              any
      other person being or becoming a guarantor of Windrace’s Obligations or
      the Investors obtaining or exercising other security for Windrace’s
      Obligations;

            


    

    


    
      	
               
      

            	
              (f)

            	
              any
      other act, matter, event or omission which but for this provision would or
      might operate to discharge impair or otherwise affect Windrace’s liability
      hereunder.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              12.7

            	
              Mr.
      Lin hereby waives any right available to it under any applicable law which
      is inconsistent with any provisions of this guarantee or which might
      otherwise require the Investors to proceed against Windrace or any other
      person before making a demand on Mr.
Lin.

            


    

    


    
      	
              13. 

            	
              ANNOUNCEMENTS AND
      CONFIDENTIALITY

            


    

    


    
      	
              13.1

            	
              No
      public announcement or communication of any kind shall be made or issued
      in respect of the subject matter of this Agreement by any party hereto,
      save:

            


    

    


    
      	
               
      

            	
              (a)

            	
              with
      the prior written consent of the other party hereto which may not be
      unreasonably withheld or delayed;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      the extent required by applicable Regulations, provided the party required
      to make or issue an announcement or communication has, if and to the
      extent practicable, first consulted (giving a reasonable amount of
      information and time to) the other party and taken into account the
      reasonable requirements of the other parties;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              where
      such announcement or communication is made or issued by Windrace after
      Closing to a customer, client or contractor of the Windrace Group
      Company  informing it of the Investors’ investment
      hereunder.

            


    

    


    
      	
              13.2

            	
              Each
      party shall at all times keep confidential, treat as privileged, and not
      directly or indirectly make or allow to be made any disclosure or use of
      any oral or written information relating to the other party (including any
      aspect of that party’s businesses or customers or the existence or subject
      matter of this Agreement or any information, data, documents obtained or
      to be obtained during the conduct of due diligence investigation (“Confidential
      Information”), except to the
extent:

            


    

    


    
      	
               
      

            	
              (a)

            	
              required
      by applicable Regulations and then only after advising the other relevant
      party or parties of that requirement and consulting (giving a reasonable
      amount of information and time to) that other party or parties in respect
      of the relevant matter and taking into account the reasonable requirements
      of the other party;

            


    

    


    
      	
               
      

            	
              (b)

            	
              necessary
      to obtain the benefit of, or to carry out obligations under, this
      Agreement, which shall include the ability to disclose Confidential
      Information to any employees or advisers who need to have it for purposes
      directly connected with the transactions provided for in this Agreement,
      provided that the relevant disclosing party shall advise such employees or
      advisers of the confidential nature of the Confidential Information and
      shall use all reasonable endeavours to procure that such persons keep the
      relevant Confidential Information strictly confidential and shall
      indemnify the other party in respect of all costs, claims, actions,
      proceedings, losses and liabilities in connection with any unauthorised
      disclosure or use of the Confidential Information by such persons;
      or

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              that
      the information is or becomes available in the public domain without
      breach by a party of its confidentiality obligations under this Clause or
      at law.

            


    

    


    
      	
              14. 

            	
              STAMP DUTY AND
      EXPENSES

            


    

    


    
      	
              14.1

            	
              Stamp
      duty, fees and commissions (if any) payable on the purchase of any
      Warrants by Windrace shall be borne by it solely and those on the transfer
      of the Sale Warrants by Windrace to the Investors or their respective
      designated nominee(s) as contemplated hereunder shall be borne as to one
      half by Windrace and as to the other half by the Investors
      collectively.

            


    

    


    
      	
              14.2

            	
              Other
      than due to the Investors’ breach of their respective undertakings as
      provided for in Clauses 4.2, 4.3 and 6 (provided that Windrace shall have
      complied with its obligations contemplated under this Agreement), Windrace
      and Mr. Lin shall upon demand forthwith reimburse the Investors against
      all costs and expenses (including the costs and expenses of legal,
      financial, accounting and other advisers) incurred by the Investors in
      connection with the negotiation, preparation, execution and termination of
      this Agreement and the proposed purchase of the Sale Warrants / the
      proposed acquisition of the Windrace Shares Entitlement and the proposed
      subscription of the New Shares (and all due diligence and other
      investigations and research in connection therewith) or the satisfaction
      of any of the Conditions set forth in Clause 3.1, provided that such
      reimbursement shall be subject to a maximum sum of US$50,000 and shall be
      without prejudice to any other rights and remedies of the Investors as
      contemplated hereunder.

            


    

    


    
      	
              14.3

            	
              Save
      as expressly provided herein, all expenses incurred by or on behalf of the
      parties and their advisers including all fees of agents, representatives,
      solicitors, accountants, actuaries and other advisers employed by any of
      them, in connection with the negotiation, preparation or execution of this
      Agreement, shall be borne solely by the party who incurred the
      liability.

            


    

    


    
      	
              15. 

            	
              GENERAL

            


    

    


    
      	
              15.1

            	
              Time
      shall be of the essence in this Agreement, both as regards the dates and
      periods specifically mentioned and as to any dates and periods which may,
      by agreement in writing among or on behalf of the parties, be substituted
      for them.

            


    

    


    
      	
              15.2

            	
              No
      failure to exercise, or delay in exercising, any right or remedy under
      this Agreement will operate as a release or waiver of such right or remedy
      or any other right or remedy, nor will any single or partial exercise of
      any right or remedy under this Agreement or provided by law preclude any
      other or further exercise of it or the exercise of any other right or
      remedy. A waiver of any breach of this Agreement or any right of remedy
      under this Agreement shall not be effective, or implied, unless that
      waiver is in writing and is signed by the party against whom that waiver
      is claimed.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
              15.3

            	
              This
      Agreement supersedes any previous agreement between the parties in
      relation to the acquisition of the Sale Warrants and the Windrace Shares
      Entitlement and the subscription of the New Shares and the parties
      acknowledge that no claim shall arise in respect of any agreement so
      superseded by this Agreement.  This Agreement (together with the
      documents referred to herein) contains the entire agreement between the
      parties hereto relating to the transactions provided for herein and there
      are no other warranties, conditions or terms applicable thereto whether
      express or implied.

            


    

    


    
      	
              15.4

            	
              Any
      variation to this Agreement shall be binding only if it is in writing and
      signed by or on behalf of each
party.

            


    

    


    
      	
              15.5

            	
              If
      any provision, including any phrase, sentence, clause, section or
      subsection, of this Agreement is invalid, inoperative or unenforceable for
      any reason, such circumstances shall not have the effect of rendering such
      provisions in question invalid, inoperative or unenforceable in any other
      case or circumstance, or of rendering any other provision herein contained
      invalid, inoperative, or unenforceable to any extent
      whatsoever.

            


    

    


    
      	
              15.6

            	
              The
      rights and remedies provided in this Agreement are cumulative and not
      exclusive of any rights or remedies provided by
  law.

            


    

    


    
      	
              15.7

            	
              The
      rights and obligations contained in this Agreement (including but not
      limited to the undertakings, warranties, representations and indemnities)
      remain in force after Post-SPA Closing, except to the extent that they
      have been fully performed or where this Agreement provides
      otherwise.

            


    

    


    
      	
              15.8

            	
              Subject
      to the terms and conditions of this Agreement, each party shall execute
      and deliver such certificates and other documents and take such actions as
      may reasonably be requested by the other party in order to effect the
      transactions contemplated by this
Agreement.

            


    

    


    
      	
              15.9

            	
              This
      Agreement may be executed in several counterparts, each of which shall be
      deemed an original and all of which shall together constitute one and the
      same document.

            


    

    


    
      	
              15.10

            	
              No
      party may assign or transfer or purport to assign or transfer any of its
      rights or obligations under this Agreement without the written consent of
      the other parties.

            


    

    


    
      	
              15.11

            	
              Mr.
      Lin hereby irrevocably and unconditionally authorises Windrace to act on
      its behalf in all matters contemplated under Clause 17.3.  All
      actions taken by Windrace pursuant to Clause 17.3 shall be binding on Mr.
      Lin.

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              NOTICES

            


    

    


    
      	
              16.1

            	
              Any
      notice or other communication under or in connection with this Agreement
      shall be in writing and shall be left at or sent by pre-paid registered
      post (if posted from and to an address in Hong Kong), pre-paid registered
      airmail (if posted from or to an address outside Hong Kong) or facsimile
      transmission to the party due to receive the notice or communication at
      its respective address or facsimile number set out below or to such other
      address and/or number(s) as may have been last specified by such party by
      written notice to each of the other parties
  hereto.

            


    

    


    
      
        
          	
                  To
      Windrace:

                	 
      	 
      
	 
      	 
      	 
      
	
                  Address:

                	 
      	
                  Xidelong
      Industrial Zone, Jinjiang, Fujian, the PRC

                
	 
      	 
      	 
      
	
                  Attention:

                	 
      	
                  Shuipan
      Lin

                
	 
      	 
      	 
      
	
                  Telephone:

                	 
      	
                  86-595-8285-8888

                
	 
      	 
      	 
      
	
                  Facsimile:

                	 
      	
                  85-595-8206-9999

                
	 
      	 
      	 
      
	
                  To
      Mr. Lin:

                	 
      	 
      
	 
      	 
      	 
      
	
                  Address:

                	 
      	
                  No.
      103, Qiancanggong Road, Huatingkou Village, Chendai Town, Jinjiang City,
      Fujian Province, the PRC

                
	 
      	 
      	 
      
	
                  Telephone:

                	 
      	
                  86-595-8285-8888

                
	 
      	 
      	 
      
	
                  Facsimile:

                	 
      	
                  86-595-8206-9999

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  To
      the Investors:

                	 
      	
                  c/o
      New Horizon Capital

                
	 
      	 
      	 
      
	
                  Address:

                	 
      	
                  12th
      Floor, Jinbao Building, 89 Jinbao Street, Beijing China
    100005

                
	 
      	 
      	 
      
	
                  Attention:

                	 
      	
                  Jianming
      Yu and Huang Jian

                
	 
      	 
      	 
      
	
                  Telephone:

                	 
      	
                  86-10-85221230

                
	 
      	 
      	 
      
	
                  Facsimile:

                	 
      	
                  86-10-85221231

                
	 
      	 
      	 
      
	 
      	 
      	
                  with
      a copy to

                
	 
      	 
      	 
      
	 
      	 
      	
                  Deacons

                
	 
      	 
      	
                  Attn:
      Eugina Chan / Rosita Chu

                
	 
      	 
      	
                  Ref:
      156645

                


        

      

    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    
      
        	 
      	 
      	
                5th
      Floor, Alexandra House,

              
	 
      	 
      	
                18
      Chater Road

              
	 
      	 
      	
                Central,
      Hong Kong

              
	 
      	 
      	
                Telephone:
      2825 9211

              
	 
      	 
      	
                Facsimile:
      2810 0431

              
	 
      	 
      	
                Matter
      no: 156645

              


      

    

    


    
      	
              16.2

            	
              In
      the absence of evidence of earlier receipt, a notice or other
      communication is deemed given:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered personally, when left at the address referred to in Clause
      16.1;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      sent by mail except air mail, two (2) days after posting;
    and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      sent by air mail, six (6) days after
posting;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      sent by fax, on completion of its
transmission.

            


    

    


    In
proving the giving of a notice by mail it shall be sufficient to prove that the
envelope containing such notice was properly addressed and posted.

    


    
      	
              17.

            	
              GOVERNING LAW AND
      JURISDICTION

            


    

    


    
      	
              17.1

            	
              This
      Agreement is governed by, and shall be construed in accordance with, the
      laws of Hong Kong.

            


    

    


    
      	
              17.2

            	
              Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the
      courts of Hong Kong in respect of all matters arising in connection with
      this Agreement. The submission to the jurisdiction of the courts of Hong
      Kong shall not (and shall not be construed so as to) limit the right of
      one party or several parties to take proceedings against the other parties
      (or any of them) in any other court of competent jurisdiction, nor shall
      the taking of proceedings by one party or several parties in any one or
      more jurisdictions preclude such party or parties taking proceedings in
      any other jurisdiction (whether concurrently or not) if and to the extent
      permitted by applicable law.

            


    

    


    
      	
              17.3

            	
              Windrace
      hereby irrevocably appoints Jones Day of 29/F., Edinburgh Tower, the
      Landmark, 15 Queen’s Road Central, Hong Kong as the agent to accept
      service of legal process on behalf of Windrace and Mr.
      Lin.  Service of legal process upon such process agent of
      Windrace shall be deemed completed whether or not such legal process is
      forwarded to or received by any of Windrace or Mr.
      Lin.  Windrace hereby irrevocably agrees that, if the process
      agent ceases to have an address in Hong Kong or ceases to act as the
      process agent on behalf of Windrace or Mr. Lin, it shall appoint a new
      process agent in Hong Kong for the same purposes and will deliver to the
      other parties within fourteen (14) days a copy of a written acceptance of
      appointment by the process agent.  If at any time Windrace
      appoints a new process agent, it shall give written notice to the other
      parties of such appointment and until such time service on the process
      agent last known to the other parties shall be deemed to be effective
      service.

            


    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
              17.4

            	
              Each
      of the Investors hereby irrevocably appoints Consec Services Limited of
      6/F Alexandra House, 18 Chater Road, Central, Hong Kong as its agent to
      accept service of legal process on its behalf.  Service of legal
      process upon the process agent of each of the Investors shall be deemed
      completed whether or not such legal process is forwarded to or received by
      the Investors.  Each of the Investors hereby irrevocably agrees
      that if its process agent ceases to have an address in Hong Kong or ceases
      to act as its process agent it shall appoint a new process agent in Hong
      Kong for the same purposes and will deliver to the other parties within
      fourteen (14) days a copy of a written acceptance of appointment by the
      process agent.  If at any time any of the Investors appoints a
      new process agent it shall give written notice to the other parties of
      such appointment and until such time service on the process agent last
      known to the other parties shall be deemed to be effective
      service.

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    IN WITNESS whereof this
Agreement has been duly executed on the date first above written.

    


    EXECUTED AS AN
AGREEMENT

    


    
      
        
          	
                  SIGNED
      BY LIN SHUIPAN

                	 	
                  )
      /s/ Lin Shuipan

                
	 
      	 	
                  )

                
	
                  for
      and on behalf of

                	 	
                  )

                
	
                  WINDRACE
      INTERNATIONAL

                	 	
                  )

                
	
                  COMPANY
      LIMITED

                	 	
                  )

                
	
                  in
      the presence of :-Tai Yau Ting

                	 	
                  )/s/
      Tai Yau Ting

                


        

      

    

    


    
      
        
          	
                  SIGNED
      BY SHUIPAN LIN

                	 	
                  )
      /s/ Lin Shuipan

                
	
                  in
      the presence of :-Tai Yau Ting

                	 	
                  )/s/
      Tai Yau Ting

                


        

      

    

    


    


    
      
        
          	
                  SIGNED
      BY JIANMING YU

                	 	
                  )
      /s/Jianming Yu

                
	 
      	 	
                  )

                
	
                  for
      and on behalf of

                	 	
                  )

                
	
                  WISETECH
      HOLDINGS LIMITED

                	 	
                  )

                
	
                  in
      the presence of :-Lau Wun Wun

                	 	
                  )
      /s/Lau Wun Wun

                
	
                  Deacons

                	 	 
      
	
                  Solicitor,
      Hong Kong SAR

                	 	 
      


        

      

    

    


    
      
        
          	
                  SIGNED
      BY JIANMING YU

                	 	
                  )
      /s/Jianming Yu

                
	 
      	 	
                  )

                
	
                  for
      and on behalf of

                	 	
                  )

                
	
                  WINDTECH
      HOLDINGS LIMITED

                	 	
                  )

                
	
                  in
      the presence of :-Lau Wun Wun

                	 	
                  )
      /s/Lau Wun Wun

                
	
                  Deacons

                	 	 
      
	
                  Solicitor,
      Hong Kong SAR

                	 	 
      


        

      

    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

    


    SCHEDULE
1

    


    AGREED
PROPORTION

    


    
      
        
          	
                  Wisetech:

                	
                  Windtech

                
	
                  40%

                	
                  60%

                


        

      

    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    SCHEDULE
2

    


    PART A

    


    DETAILS OF
WINDRACE

    


    
      
        
          
            
              	
                      Company
      name :

                    	 	
                      Windrace
      International Company Limited

                       

                    
	
                      Company
      number:

                    	 	
                      207339

                    
	 	 	 
	
                      Place
      of incorporation :

                    	 	
                      Cayman
      Islands

                    
	 	 	 
	
                      Date
      of incorporation :

                    	 	
                      March
      25, 2008

                    
	 	 	 
	
                      Share
      capital :

                    	 	
                      Authorized:

                    	
                      HK$390,000
      divided into 3,892,000 ordinary shares of HK$0.10 each and 8,000 preferred
      shares of HK$0.10 each

                       

                    
	 
      	 	
                      Issued:

                    	
                      100,000
      shares of HK$0.10 each, including 92,000 ordinary shares and 8,000
      preferred shares.

                       

                    
	
                      Director(s)
      :

                    	 	
                      Mr.
      Lin

                      Cai
      Wanjiang

                      Sun
      Jun

                      Sun
      Yining

                      Jin
      Jichun

                       

                    
	
                      Registered
      office :

                    	 	
                      Cricket
      Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman
      Islands

                    


            

          

        

      

    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Shareholder(s):

     

    
      
        
          	
                  
                    Registered

                    Shareholder(s)

                  

                	 	
                  
                    Beneficial

                    Shareholder(s)

                  

                	 	
                  Number of share(s)

                  held

                	 	 	
                  
                    Shareholding

                    percentage

                    (%) of the

                    entire issued

                    share capital

                    of Windrace

                  

                	 
	 
      	 	 
      	 	
                  
                    Ordinary

                    shares

                  

                	 	 	
                  
                    Preferred

                    shares

                  

                	 	 	 	 
	
                  Mr.
      Lin

                	 	
                  Mr.
      Lin

                	 	 	37,000
    	 	 	 	 	 	 	37.000	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	
                  Ms.
      Chen

                	 	 	24,375
    	 	 	 	 	 	 	24.375	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  RichWise
      International Investment Group Limited (“RichWise”)

                	 	
                  RichWise

                	 	 	11,125
    	 	 	 	 	 	 	11.125	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Tiancheng
      Int’l Investment Group Limited (“Tiancheng”)

                	 	
                  Tiancheng

                	 	 	9,750	 	 	 	 	 	 	9.750	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  HK
      Haima Group Limited (“Haima”)

                	 	
                  Haima

                	 	 	4,875	 	 	 	 	 	 	4.875	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Eagle
      Rise Investments Limited (“Eagle
    Rise”)

                	 	
                  Eagle
      Rise

                	 	 	4,875	 	 	 	 	 	 	4.875	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Elevatech

                	 	
                  Elevatech

                	 	 	 	 	 	 	8,000	 	 	 	8.000	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Total

                	 	
                         _

                	 	 	92,000	 	 	 	8,000	 	 	 	100.000	%


        

      

    


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

    


    SCHEDULE
2

    


    PART B

    


    DETAILS OF SUBSIDIARIES OF
WINDRACE

    


    
      
        
          
            
              	
                      Company
      name :

                       

                    	 	
                      福建喜得龍體育用品有限公司(Fujian
      Xidelong Sports Goods Co., Ltd.)

                    	 	
                      喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                    	 	
                      Hei
      Dai Lung Group Company Limited

                    	 	
                      Windrace
      Investment Holding Limited

                    
	
                      Company
      number:

                       

                    	 	
                      350500400009643

                    	 	
                      350500400009872

                    	 	
                      869560

                    	 	
                      1426312

                    
	
                      Place
      of incorporation :

                       

                    	 	
                      PRC

                    	 	
                      PRC

                    	 	
                      Hong
      Kong

                    	 	
                      BVI

                    
	
                      Date
      of incorporation :

                       

                    	 	
                      September
      26, 2001

                    	 	
                      April
      13, 2004

                    	 	
                      November
      5, 2003

                    	 	
                      August
      17, 2007

                    
	
                      Authorized
      share capital :

                    	 	
                      N/A

                    	 	
                      N/A

                    	 	
                      HK

                      $10,000
      divided into 10,000 shares of HK$1.00 each

                    	 	
                      Authorized
      to issue a maximum of 50,000 shares in US$

                    
	
                      Issued
      share capital:

                       

                    	 	
                      HK$25,000,000

                    	 	
                      HK$180,000,000

                    	 	
                      HK$10,000

                    	 	
                      US$100

                       

                    
	
                      Director(s)
      :

                    	 	
                      Mr.
      Lin

                      Ms.
      Chen

                      Mr.
      Ding Dongdong

                    	 	
                      Mr.
      Lin

                      Ms.
      Chen

                      Mr.
      Ding Dongdong

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                    	 	
                      Mr.
      Lin

                    
	
                      Registered
      shareholder(s) (number of share(s) held or Percentage of shares held)
      :

                       

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                      100%

                    	 	
                      Windrace

                       

                      100%

                    


            

          

        

      

    


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Beneficial
      shareholder(s) (number of share(s) held or Percentage of share(s) held)
      :

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                      100%

                    	 	
                      Windrace

                       

                      100%

                    


            

          

        

      

    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    SCHEDULE
3

    


    PART A

    


    COMPLETION OBLIGATIONS UPON
CLOSING

    


    
      	
              A.

            	
              Obligations of
      Windrace and Mr. Lin

            


    

    


    
      	
              1.

            	
              ACTIONS

            


    

    


    The
following actions:

    


    
      	
              1.1

            	
              Holding
      of a meeting, or signing written resolutions, of the board of directors of
      Windrace at or in which resolutions shall be passed approving this
      Agreement and all transactions contemplated hereunder
      including:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      transfer of the Sale Warrants to the Investors and/or their respective
      designated nominee(s);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      granting of the Windrace Shares Entitlement to the Investors and/or
      their respective designated
nominee(s);

            


    

    


    
      	
               
      

            	
              (c)

            	
              approving
      the Appointments; 

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      execution of the Escrow Agreement by Windrace;
  and

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      execution of the Deed of Indemnity by Windrace and Mr.
  Lin;

            


    

    


    
      	
              1.2

            	
              Signing
      of the joint instruction to the Escrow Agent for the release of the Second
      Payment as referred to in Clause
4.4(b).

            


    

    


    
      	
              2.

            	
              DELIVERY
      OBLIGATIONS

            


    

    


    Delivery
of the following documents to the Investors: -

    


    
      	
              2.1

            	
              Certified
      true copies of the minutes of the meeting or written resolutions at which
      the resolutions referred to in paragraph A1.1 of this Part
      A of Schedule 3 shall have been
passed.

            


    

    


    
      	
              2.2

            	
              All
      other consents and approvals (if any) to be obtained by Windrace and Mr.
      Lin for entering into this Agreement and the transactions contemplated
      hereunder.

            


    

    


    
      	
              2.3

            	
              Evidence
      (whether by way of a certificate of an executive officer of Windrace or
      otherwise), in a form reasonably satisfactory to the Investors, of
      satisfaction of the Conditions set out in Clause
  3.1.

            


    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    
      	
              2.4

            	
              Such
      other documents legally required to give good title to the Windrace Shares
      Entitlement.

            


    

    


    
      	
              2.5

            	
              Counterparts
      of the Deed of Indemnity duly executed by Windrace and Mr.
      Lin.

            


    

    


    
      	
              B.

            	
              Obligations of the
      Investors

            


    

    


    
      	
              1.

            	
              ACTIONS

            


    

    


    The
following actions:

    


    
      	
              1.1

            	
              Holding
      of a meeting, or signing written resolutions, of the board of directors of
      each of the Investors at or in which resolutions shall be passed
      approving:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      acquisition of the Sale Warrants and the Windrace Shares Entitlement and
      the subscription of the New Shares in accordance with the terms of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      execution of the Escrow Agreement by the Investors;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      execution of the Deed of Indemnity by the
  Investors.

            


    

    


    
      	
              1.2

            	
              Signing
      of the joint instruction to the Escrow Agent for the release of the Second
      Payment as referred to in Clause
4.4(b).

            


    

    


    
      	
              2.

            	
              DELIVERY
      OBLIGATIONS

            


    

    


    Delivery
the following documents to Windrace (or as it may direct): -

    


    
      	
              2.1

            	
              A
      certified true copy or extract of its board resolutions at which the
      resolutions referred to in paragraph B1.1 of this Part
      A of Schedule 3 shall have been
passed.

            


    

    


    
      	
              2.2

            	
              Counterparts
      of the Deed of Indemnity duly executed by the
  Investors.

            


    


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    SCHEDULE
3

    


    PART B

    


    COMPLETION OBLIGATIONS UPON
SPA CLOSING

    


    Obligations of Windrace and
Mr. Lin

    


    
      	
              1.

            	
              DELIVERY
      OBLIGATIONS

            


    

    


    Each of
Windrace and Mr. Lin shall procure the delivery of the following documents to
the Investors: -

    


    
      	
              1.1

            	
              Certified
      true copies of the minutes of meetings or written resolutions of the board
      of Exceed approving and authorising the issue and allotment of the New
      Shares as contemplated hereunder, and the registration of the Investors
      and/or their respective designated nominee(s) in the register of members
      of Exceed as the registered holder(s) of the New
  Shares.

            


    

    


    
      	
              1.2

            	
              Valid
      share certificate(s) for the New Shares in the names of the Investors
      and/or in the name(s) of their respective designated
      nominee(s).

            


    

    


    
      	
              1.3

            	
              All
      other consents and approvals (if any) to be obtained by Exceed for the
      issue and allotment of the New Shares to the Investors and/or their
      respective designated nominee(s).

            


    

    


    
      	
              1.4

            	
              Such
      other documents legally required to give good title to the New Shares and
      to enable the Investors and/or their respective designated nominee(s) to
      become the registered holder(s) of the New
  Shares.

            


    


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    SCHEDULE
3

    


    PART C

    


    COMPLETION OBLIGATIONS UPON
POST-SPA CLOSING

    


    
      	
              A.

            	
              Obligations of
      Windrace and Mr. Lin

            


    

    


    
      	
              1.

            	
              ACTIONS

            


    

    


    
      	
              1.1

            	
              Signing
      of the joint instruction to the Escrow Agent for the release of the
      Deposit together with all interests accrued thereon as referred to in
      Clause 4.6.

            


    

    


    
      	
              2. 

            	
              DELIVERY
      OBLIGATIONS

            


    

    


    Delivery
of the following documents to the Investors: -

    


    
      
        	
                2.1

              	
                Valid
      certificate(s) for the Sale Warrants in the names of the Investors and/or
      in the name(s) of their respective designated
  nominee(s).

              


      

    

    


    
      	
              2.2

            	
              (a)

            	
              Duly
      executed and valid instrument(s) of transfer in relation to the Sale
      Warrants, such transfer to be in favour of the Investors and/or their
      respective designated nominee(s) as the Investors may
    direct.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      duly executed powers of attorney or other authorities under which any of
      the transfer have been executed.

            


    

    


    
      	
              2.3

            	
              Valid
      share certificate(s) for the New Shares (if any are to be issued on
      Post-SPA Closing) in the names of the Investors and/or in the name(s) of
      their respective designated
nominee(s).

            


    

    


    
      	
              2.4

            	
              All
      other consents and approvals (if any) to be obtained by Exceed for the
      issue and allotment of the New Shares (if any are to be issued on Post-SPA
      Closing) to the Investors and/or their respective designated
      nominee(s).

            


    

    


    
      	
              2.5

            	
              Such
      other documents legally required to give good title to the Sale Warrants
      and the New Shares (if any are to be issued on Post-SPA Closing) and to
      enable the Investors and/or their respective designated nominee(s) to
      become the registered holder(s) of such Sale Warrants and New
      Shares.

            


    

    


    
      	
              B.

            	
              Obligations of the
      Investors

            


    

    


    
      	
              1.

            	
              ACTIONS

            


    

    


    
      	
              1.1

            	
              Signing
      of the joint instruction to the Escrow Agent for the release of the
      Deposit together with all interests accrued thereon as referred to in
      Clause 4.6.

            


    


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    SCHEDULE
4

    


    WINDRACE’S
WARRANTIES

    


    PART A

    


    GENERAL

    


    
      
        	
                1.

              	
                AUTHORITY AND
      INFORMATION

              


      

    

    


    
      	
               
      

            	
              1.1

            	
              Authority:  Windrace
      is a duly incorporated and validly existing company under the laws of the
      place of incorporation and each of Windrace and Mr. Lin has full right,
      power and authority, and has taken all necessary action, to validly and
      duly to execute and deliver, and to exercise its rights and perform their
      obligations under, this Agreement and all other documents which are to be
      executed by each of Windrace and Mr. Lin at or before Closing, SPA Closing
      and Post-SPA Closing (as the case may be), and this Agreement constitutes,
      and the documents which are to be executed by each of Windrace and Mr. Lin
      at or before Closing, SPA Closing and Post-SPA Closing (as the case may
      be), when executed will constitute, legal, valid and binding agreements or
      obligations of each of Windrace and Mr. Lin enforceable in accordance with
      their respective terms.

            


    

    


    
      	
               
      

            	
              1.2

            	
              Power: Windrace has all
      the power (under its Constituent Documents or otherwise) to permit its
      entry into this Agreement and has all the power (under its Constituent
      Documents or otherwise) to purchase or transfer the Sale Warrants and to
      grant the Windrace Shares Entitlement in the manner set out herein and
      this Agreement and its performance has been duly authorised (such
      authorisation remaining in full force and effect) and executed by, and
      constitutes valid and legally binding obligations of Windrace; save for
      normal compliance with applicable Regulations, subject to the satisfaction
      of the Condition set out in Clause 3.1, there is no authorisation,
      consent, approval or notification required for the purposes of or as a
      consequence of the transfer of the Sale Warrants or the granting of the
      Windrace Shares Entitlement or for the execution and delivery of this
      Agreement or the performance of its obligations hereunder either from
      governmental, regulatory or other public bodies or authorities or courts
      or from any third party pursuant to any contractual or any other
      arrangement to which Windrace is a party; the transfer of the Sale
      Warrants or the granting of the Windrace Shares Entitlement is not in
      contravention of any regulation binding on Windrace.  Upon SPA
      Closing and Post-SPA Closing (as the case may be), Exceed has power to
      issue and allot the New Shares free from all Encumbrances and with all
      rights attaching thereto in the manner set out
  herein.

            


    


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.3

            	
              Information
      provided:  All information given by Windrace, Windrace
      Group Company, Mr. Lin, or their respective advisers, to the Investors or
      the Investors’ advisers, relating to them or the businesses, activities,
      affairs, or assets or liabilities of each Windrace Group Company, Mr. Lin,
      Exceed or SPAC was, when given, and is now, true, complete and accurate in
      all material respects and not misleading in any material
      respect.

            


    

    


    
      	
               
      

            	
              1.4

            	
              No information
      omitted:  There are no facts or circumstances, in
      relation to the assets, business or financial condition of each Windrace
      Group Company, Mr. Lin, Exceed or SPAC, which have not been fully and
      fairly Disclosed in writing to the Investors or the Investors’ advisers,
      and which are material for disclosure to a buyer of the Sale Warrants or a
      subscriber of the Windrace Shares Entitlement and the New Shares or which,
      if Disclosed, might reasonably have been expected to affect the decision
      of any of the Investors to enter into this Agreement, or the terms on
      which it would do so.

            


    

    


    
      	
               
      

            	
              1.5

            	
              Information in
      Schedules: The information in Schedule
      2 concerning each Windrace Group Company is complete, accurate and
      not misleading.  The only directors of each Windrace Group
      Company are the persons named in Schedule
      2.

            


    

    


    
      	
               
      

            	
              1.6

            	
              Memorandum and
      articles:  The copy of the Constituent Documents of each
      Windrace Group Company, Exceed and SPAC given to the Investors or the
      Investors’ advisers is accurate and complete in all respects and has
      embodied in it a copy of every such resolution all other things required
      to be embodied in it pursuant to the applicable legislation and fully sets
      out the rights and restrictions attaching to each class of share capital
      of each Windrace Group Company, Exceed and
SPAC.

            


    

    


    
      	
               
      

            	
              1.7

            	
              Resolutions:  Since
      the Last Accounts Date, no alteration has been made to the Constituent
      Documents of any Windrace Group Company, Exceed or SPAC and no resolution
      of any kind of the shareholders of any Windrace Group Company, Exceed or
      SPAC has been passed (other than resolutions relating to business at
      annual general meetings which was not inconsistent with each of its
      ordinary course of business).

            


    

    


    
      
        	
                2.

              	
                NEW SHARES

              


      

    

    


    
      	
              2.1

            	
              New
      Shares:  All of the New Shares will, when allotted and
      issued, be properly allotted and issued by Exceed
  and:

            


    

    


    
      	
               
      

            	
              (a)
      will be duly and validly authorised and issued and will be fully paid
      up;

            


    

    


    
      	
               
      

            	
              (b)

            	
              will
      have attached to them the rights and benefits specified in the Constituent
      Documents and in particular, will rank pari passu in all respects with the
      Shares in issue (save as otherwise described in the Constituent Documents
      as at the date of this Agreement or pursuant to any applicable
      requirements under the
Regulations);

            


    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    
      
        	
              	
                (c)

              	
                will
      not be subject to any pre-emptive or other similar rights in relation to
      the transfer thereof;

              


      

    

    


    
      
        	
              	
                (d)

              	
                will
      be free from any Encumbrances whatsoever;
and

              


      

    

    


    
      	
               
      

            	
              (e)

            	
              will
      be evidenced by share certificates which will be in a form which complies
      with all applicable Regulations and which certificates will constitute
      good evidence of title in respect of the New
  Shares.

            


    

    


    
      	
              2.2

            	
              Sufficient unissued Shares:
      At SPA Closing and Post-SPA Closing (as the case may be) there
      shall be a sufficient number of unissued Shares (of the relevant class)
      for the allotment and issue of the New Shares as contemplated
      hereunder.

            


    

    


    
      	
              2.3

            	
              No options
      etc:  Except as required by this Agreement, the SPA and
      the Elevatech Letter Agreement, there is not and has never
      been:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      agreement or arrangement in force which provides for the present or future
      issue, allotment or transfer of, or grant to any person the right (whether
      conditional or otherwise) to call for the issue, allotment or transfer of,
      any share or loan capital of any Windrace Group Company, Exceed or SPAC
      (including any option or right of pre-emption or conversion);
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      Encumbrance on or in relation to any issued or unissued shares of any
      Windrace Group Company or Exceed or
SPAC,

            


    

    


    and no
claim has been made by any person to be entitled to any such agreement,
arrangement or Encumbrance which has not been waived in its entirety or
satisfied in full.

    


    
      
        	
                3.

              	
                SALE
      WARRANTS

              


      

    

    


    
      	
              3.1

            	
              Sale
      Warrants:    As at Post-SPA Closing, Windrace
      will be the sole legal and/or beneficial owner of, and will have full
      right, power and authority to sell and transfer, the full legal and/or
      beneficial ownership of the Sale Warrants free from all Encumbrances, and
      all the Sale Warrants and with all rights now and hereinafter attaching
      thereto, including but not limited to the rights that upon exercise of
      each Sale Warrant, the Investors will be entitled to be issued with one
      common stock in SPAC (before the Merger) or one ordinary share in Exceed
      (after the Merger) at an exercise price of
  US$5.25.

            


    

    


    
      
        	
                4.

              	
                MERGER

              


      

    

    


    
      	
              4.1

            	
              Compliance: The Merger
      will upon SPA Closing be legally, duly and properly implemented as
      contemplated under the SPA. Neither the Merger
      (when implemented) nor its implementation nor any of the documents signed
      or executed in connection
therewith:

            


    


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              has
      resulted or may result in a breach of any applicable Regulations or of the
      terms or provisions of the constitutive documents and/or business
      licences, where appropriate, of any Windrace Group Company or SPAC or
      Exceed;

            


    

    


    
      	
               
      

            	
              (b)

            	
              has
      resulted or may result in a breach of, or constituted or will constitute a
      default under, any other agreements or documents to which any Windrace
      Group Company or SPAC or Exceed is a
party;

            


    

    


    
      	
               
      

            	
              (c)

            	
              has
      resulted or may result in a breach of any Regulations or approvals to
      which any Windrace Group Company or Mr. Lin or SPAC or Exceed was or is
      subject or by or on which any Windrace Group Company or Mr. Lin or SPAC or
      Exceed or any of their respective businesses or assets was or is bound or
      dependent; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              has
      resulted in or will render any Windrace Group Company or SPAC or Exceed
      liable to any, or any additional, tax, duty, charge, impost or levy
      (whether by way of actual assessment, loss of allowance, deduction or
      credit available for relief or otherwise) of any material
      amount.

            


    

    


    
      	
              4.2

            	
              Approvals: Prior to the
      SPA Closing, all approvals, authorisations, consents, or notifications
      required in connection with the Merger have been or will be obtained in
      writing and have been or will be duly and validly issued or granted; and
      the Merger will be effected and duly implemented in compliance with all
      applicable Regulations or such approvals, authorisations, consents, or
      notifications.

            


    


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

    


    PART B

    


    WINDRACE GROUP
COMPANY

    


    
      
        	
                1.

              	
                ACCOUNTS AND
      RECORDS

              


      

    

    


    
      	
              1.1

            	
              Accounts:  The
      Accounts:

            


    

    


    
      	
               
      

            	
              (a)

            	
              were
      prepared in accordance with the historical cost convention and on a proper
      and consistent basis; the bases and policies of accounting adopted for the
      purpose of preparing the Accounts are the same as those adopted in
      preparing the audited consolidation accounts of the Windrace Group in
      respect of the three last preceding accounting
  periods;

            


    

    


    
      	
               
      

            	
              (b)

            	
              are
      complete and accurate in all material respects and give a true and fair
      view of the assets, liabilities, state of affairs and financial position
      of the Windrace Group at the Last Accounts Date and their profits for the
      financial period ended on that
date;

            


    

    


    
      	
               
      

            	
              (c)

            	
              comply
      with the requirements of the relevant
  Regulations;

            


    

    


    
      	
               
      

            	
              (d)

            	
              have
      been prepared in accordance with generally accepted accounting principles
      and practices in the applicable jurisdiction (and in particular, in the
      case of any Windrace Group Company established in the PRC, in accordance
      with generally accepted accounting practice in the
  PRC);

            


    

    


    
      	
               
      

            	
              (e)

            	
              and
      the Windrace Group’s business for the periods covered by them, were not
      affected by any extraordinary, exceptional or non-recurring item or by any
      other circumstance rendering the profits or losses for all or any of such
      periods unusually high or low, in each case which were not clearly
      Disclosed;

            


    

    


    
      	
               
      

            	
              (f)

            	
              fully
      disclose all the material assets of the Windrace Group as at the Last
      Accounts Date;

            


    

    


    
      	
               
      

            	
              (g)

            	
              fully
      disclose and make full provision in accordance with the relevant good
      accounting practice for all bad and doubtful debts and all liabilities and
      financial commitments of the Windrace Group outstanding at the Last
      Accounts Date, including contingent, unquantified or disputed liabilities;
      and

            


    


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (h)

            	
              make
      full provision or reserve, in accordance with the principles set out in
      the notes included in the Accounts, for all Taxation (including any
      contingent or deferred liability) liable to be assessed on the Windrace
      Group, or for which it may be accountable, in respect of the period ended
      on the Last Accounts Date and such provision will be sufficient to cover
      all Taxation assessed or liable to be assessed on the Windrace Group or
      for which the Windrace Group is, may be or may become accountable in
      respect of profits, income-earnings, receipts, transfers, events and
      transactions up to and including the Last Accounts
  Date,

            


    

    


    
      	
              1.2

            	
              Records and
      documents:  Each Windrace Group Company has kept duly
      made up all requisite books of account (in accordance with good accounting
      principles), minute books, registers and financial and other
      records.  All Records:

            


    

    


    
      	
               
      

            	
              (a)

            	
              have
      been fully, properly and accurately kept and completed in accordance with
      normal business practice and good accounting principles and comply with
      all applicable legal and accounting requirements and
      standards;

            


    

    


    
      	
               
      

            	
              (b)

            	
              do
      not contain any material inaccuracies or discrepancies;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              give
      and reflect a correct view of its trading transactions, and its financial,
      contractual and trading position (and no notice or allegation that any of
      them is inaccurate or should be rectified has been received or
      made),

            


    

    


    and the
Records and all other deeds and documents (including title deeds and documents),
belonging to or which ought to be in the possession of the Windrace Group, and
each Windrace Group Company’s seal, are in the possession of the relevant
Windrace Group Company or its agents.

    


    
      	
              1.3

            	
              Statutory
      books:  The register of members and other statutory books
      of each Windrace Group Company have been properly kept and contain
      accurate and complete records of the matters with which they should deal
      in accordance with applicable legal
  requirements.

            


    

    


    
      	
              1.4

            	
              Minute
      books:  The minute books of directors' meetings and of
      shareholders' meetings of each Windrace Group Company respectively contain
      accurate records of all resolutions passed by the directors and the
      shareholders respectively of that company and no resolutions have been
      passed by either the directors or the shareholders of any Windrace Group
      Company which are not recorded in the relevant minute
    books.

            


    


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    
      
        	
                2.

              	
                OTHER FINANCIAL
      MATTERS

              


      

    

    


    
      	
              2.1

            	
              No capital
      transactions:  Save as Disclosed, there were not at the
      Last Accounts Date, and, since the Last Accounts Date, no Windrace Group
      Company has made or incurred (or agreed to make or incur), any capital
      commitments, capital expenditure or any acquisition of a capital asset in
      excess of RMB10 million, in any single or a series of related transactions
      nor has it since the Last Accounts Date disposed of, or realised, or
      agreed to dispose of or realise, any capital or other assets (other than
      of stock-in-trade in the ordinary course) or any part of the Windrace
      Group’s business in excess of RMB10 million, in any single or a series of
      related transactions, or any interest in any of the
    aforesaid.

            


    

    


    
      	
              2.2

            	
              Sufficient working
      capital:  Having regard to existing bank and other
      facilities, the Windrace Group has sufficient working capital for the
      purposes of continuing to carry on its business in its present form, for
      the period of twelve (12) months after Closing and for the purposes of
      executing, carrying out and fulfilling, in accordance with their terms,
      all obligations to be performed within such twelve (12) month period
      pursuant to all orders, projects and contractual obligations which are
      binding upon it and remain
outstanding.

            


    

    


    
      	
              2.3

            	
              Loans in ordinary
      course:  No Windrace Group Company has lent any money
      which has not been repaid to it, or owns the benefit of any debt (whether
      or not due for repayment), other than debts which have arisen in the
      ordinary course of its business, and no Windrace Group Company has made
      any loan or quasi-loan contrary to the applicable
    legislation.

            


    

    


    
      	
              2.4

            	
              Dividends:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Since
      the Last Accounts Date no dividend or other distribution has been, or is
      treated as having been, or has been proposed to be, declared, made or paid
      by any Windrace Group Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      dividends or distributions declared, made or paid by each Windrace Group
      Company have been declared, made or paid in accordance with its
      Constituent Documents and the applicable provisions of the applicable
      laws.

            


    

    


    
      
        	
                3.

              	
                TAXATION

              


      

    

    


    
      	
              3.1

            	
              General:

            


    

    


    
      	
               
      

            	
              (a)

            	
              All
      notices, returns, computations and registrations (including, without
      limitation, returns registrations) of each Windrace Group Company for the
      purposes of Taxation have been made punctually on a proper basis and are
      correct and current and none of them is, or is likely to be, the subject
      of any dispute with any Taxation
Authority.

            


    


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              All
      information supplied by or on behalf of each Windrace Group Company for
      the purposes of Taxation was when supplied and remains complete and
      accurate in all material respects.

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      Taxation which each Windrace Group Company is liable to pay prior to
      Closing has been or will be paid prior to
  Closing.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No
      Windrace Group Company has paid or become liable to pay any penalty, fine,
      surcharge or interest charged by virtue of any Tax law or
      statute.

            


    

    


    
      	
               
      

            	
              (e)

            	
              All
      payments by each Windrace Group Company to any person which ought to have
      been made after deduction or withholding of any sum for or on account of
      Tax have been so made and each Windrace Group Company (if required by law
      to do so) has accounted to the relevant Tax Authority for the Tax so
      deducted or withheld.  Proper records have been maintained in
      respect of all such deductions, withholdings and payments and all
      applicable Regulations have been complied
with.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Full
      provision or reserve has been made in the Accounts for all Taxation
      assessed or liable to be assessed on each Windrace Group Company or for
      which each Windrace Group Company is accountable in respect of income,
      profits or gains earned, accrued or received or deemed to be earned,
      accrued or received on or before the Last Accounts Date and proper
      provision has been made in the Accounts for deferred Taxation in
      accordance with generally accepted accounting
  principals.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Each
      Windrace Group Company has sufficient records relating to past events to
      calculate the Taxation liability, relief or allowance which would arise on
      any disposal or realisation of any asset owned at the Last Accounts Date
      or acquired since the Last Accounts
Date.

            


    

    


    
      	
              3.2

            	
              Investigations/anti-avoidance:

            


    

    


    
      	
               
      

            	
              (a)

            	
              No
      Windrace Group Company has been subject to any audit or investigation by
      any Taxation Authority and to the knowledge of Windrace and Mr. Lin, there
      are no circumstances existing which make it likely that an audit or
      investigation will be commenced.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Windrace Group Company, to the knowledge of Windrace and Mr. Lin, has
      entered into or been a party to any transaction or any scheme or
      arrangement of which the main purpose, or one of the main purposes, or the
      sole or dominant purpose, was the unlawful avoidance of or reduction in or
      the deferral or postponement of a liability to
  Taxation.

            


    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      	
              3.3

            	
              Concessions, clearances,
      elections and appeals:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      amount of Taxation chargeable on each Windrace Group Company during any
      accounting period on or within the three (3) years before the Last
      Accounts Date has not depended on any concession, agreement or other
      formal or informal arrangement with any Taxation
  Authority.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      particulars supplied to any Taxation Authority in connection with an
      application for any advance ruling, clearance or consent by or on behalf
      of any Windrace Group Company or affecting any Windrace Group Company were
      when supplied to the relevant Taxation Authority and remain complete and
      accurate in all material respects; any such advance ruling, clearance or
      consent has been obtained on the basis of full and accurate disclosure to
      the relevant Taxation Authority of all relevant facts and considerations;
      and any transaction for which an advance ruling, clearance or consent was
      obtained has been carried into effect only in accordance with the terms of
      the relevant advance ruling, clearance or
  consent.

            


    

    


    
      	
              3.4

            	
              Position since the Last
      Accounts Date: Since the Last Accounts
  Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Windrace Group Company has changed its accounting year end or its method
      of accounting or accounting practice or policy, other than such changes
      required by the applicable
Regulations;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Windrace Group Company has declared, made or paid any dividend, bonuses or
      other distribution;

            


    

    


    
      	
               
      

            	
              (c)

            	
              no
      Windrace Group Company has disposed of any asset (including stock) or
      supplied any service or business facility of any kind (including a loan of
      money or the letting, hiring or licensing of any property whether tangible
      or intangible) in circumstances where the consideration actually received
      or receivable for such disposal or supply was less than the consideration
      which could be deemed to have been received by any Windrace Group Company
      for Taxation purposes;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      event has occurred which gives or may give rise to Taxation for any
      Windrace Group Company in respect of deemed (as opposed to actual) income,
      profits or gains or which results or may result in any Windrace Group
      Company becoming liable to pay or bear a tax liability directly or
      primarily chargeable against or attributable to another person, firm or
      company.

            


    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    
      
        	
                4.

              	
                ASSETS

              


      

    

    


    
      	
              4.1

            	
              Assets
      owned:  Each Windrace Group Company legally and
      beneficially owned at the Last Accounts Date, and had good and marketable
      title to and possession of, and (except for current assets subsequently
      sold or realised in the ordinary course of business) still owns and has
      good and marketable title to and possession of, all the assets included in
      the relevant Accounts and to all assets acquired since the Last Accounts
      Date and not subsequently sold or realised as aforesaid, save for any
      sales or realizations in the ordinary course of business. No Windrace
      Group Company has acquired or agreed to acquire any assets since the Last
      Accounts Date, save for any purchases in the ordinary course of
      business.

            


    

    


    
      	
              4.2

            	
              All
      assets:  The assets owned by the Windrace Group, together
      with assets (if any) held under hire purchase, leasing or rental
      agreements listed in the Accounts (which are the only assets so held),
      comprise all the material assets necessary for the ordinary course of its
      business as now carried on.

            


    

    


    
      	
              4.3

            	
              No
      Encumbrance:  No Windrace Group Company has created, or
      granted, or agreed to create or grant, any Encumbrance in respect of any
      of the assets included in the Accounts, or to be acquired or agreed to be
      acquired since the Last Accounts Date, in each case otherwise than in the
      ordinary course of its business, or in respect of the undertaking,
      goodwill or uncalled capital of such
company.

            


    

    


    
      	
              4.4

            	
              Stock:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      stock of raw materials, packaging materials and finished goods now held
      are adequate in relation to the current and anticipated trading
      requirements of the businesses of the Windrace Group for a period of four
      (4) months from the date hereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      stock-in-trade of the Windrace Group is in saleable condition and is
      capable of being sold by the relevant Windrace Group Company, in the
      ordinary course of its business.

            


    

    


    
      	
              4.5

            	
              Plant and equipment
      adequate:  The plant, machinery, vehicles and other
      equipment owned or used by the Windrace
Group:

            


    

    


    
      	
               
      

            	
              (a)

            	
              are,
      in all material aspects, in a good and safe state of repair and condition
      (subject to normal wear and tear) and satisfactory working order and have
      been regularly and properly maintained to a normal technical standard, and
      in accordance with safety regulations usually observed in relation to
      assets of that description, and in accordance with the terms and
      conditions of any applicable leasing or similar
  agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              are
      in its possession and control in all material respects, and are its
      absolute property save as those which are subject to hire purchase
      agreement, leasing or hiring agreement, or similar agreement or
      arrangement, except for disposals made as a part of its ordinary course of
      business; and

            


    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              are
      all capable and fit and (subject to normal wear and tear) for the purpose
      for which they were designed or
purchased.

            


    

    


    
      	
              4.6

            	
              Maintenance:  Maintenance
      Contracts are in full force and effect in respect of all assets of capital
      nature of the Windrace Group which it is normal or prudent to have
      maintained by independent or specialist contractors, and in respect of all
      assets which the Windrace Group is obliged to maintain or repair under any
      leasing or similar agreement; provided that the absence of such contracts
      will not materially adversely affect the business of the Windrace
      Group.

            


    

    


    
      	
              4.7

            	
              Receivables:  No
      part of the amounts included in the Accounts, as owing by any
      debtor:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      overdue by more than twelve (12) weeks;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      the subject of any arrangement made otherwise than in the ordinary of
      course of business of the Windrace Group;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              has
      been realised or released on terms that any debtor pays less than the full
      book value of his debt, or has been deferred, subordinated or written off,
      or has proved to any extent to be irrecoverable, or is now regarded by the
      relevant Windrace Group Company as irrecoverable, or subject to doubt as
      to its recoverability, in whole or in part, or is subject to any
      counter-claim or set-off, except to the extent of any relevant provision
      or reserve relating thereto in the Accounts or for receivables in an
      aggregate outstanding book value not exceeding RMB5 million as of the date
      of the Accounts.

            


    

    


    
      
        	
                5.

              	
                LIABILITIES AND
      INDEBTEDNESS

              


      

    

    


    
      	
              5.1

            	
              No
      liabilities:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as provided by the Elevatech Letter Agreement, there are no liabilities,
      obligations or indebtedness of any nature (including liabilities under
      guarantees, mortgages or indemnities and other contingent liabilities)
      which have been assumed or incurred, or agreed to be assumed or incurred,
      by any Windrace Group Company other than those liabilities, obligations
      and indebtedness clearly Disclosed or incurred in the ordinary and proper
      course of trading since the Last Accounts Date and which have not caused
      any material adverse effect to any Windrace Group Company or its
      shareholder .

            


    


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              No
      Windrace Group Company is a party to or is liable (including, without
      limitation, contingently) under any Guarantee guaranteeing debts or
      obligations of any party not being a member of the Windrace
      Group;

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Windrace Group Company has factored any of its debts or engaged in
      financing of a type which would not require to be shown or reflected in
      the Accounts.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Save
      for the Elevatech Letter Agreement, no Windrace Group Company has entered
      into any agreements, arrangements or understandings for the creation,
      entry into or doing of any of the aforesaid
  things.

            


    

    


    
      	
              5.2

            	
              Borrowing
      restrictions:  The amounts borrowed by the Windrace Group
      (as determined in accordance with the provisions of the relevant
      instrument) do not exceed any limitation on its borrowing powers contained
      in its articles of association or other constitutional documents, or in
      any debenture or other deed or document binding upon
  it.

            


    

    


    
      	
              5.3

            	
              Facilities:  In
      relation to all Facilities:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      amounts borrowed by any Windrace Group Company from each of its banks or
      other financial lending institution do not exceed the limits in the
      relevant Facilities;

            


    

    


    
      	
               
      

            	
              (b)

            	
              there
      has been no contravention of, or non-compliance with, any provision of any
      of the Facilities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              except
      as Disclosed, to the knowledge of Windrace and Mr. Lin, there have not
      been, nor are there, any circumstances whereby the continuation of any of
      the Facilities might be prejudiced, or which might give rise to any
      alteration in the terms and conditions of any of the
      Facilities;

            


    

    


    
      	
               
      

            	
              (d)

            	
              except
      as Disclosed, none of the Facilities is dependent on the guarantee or
      indemnity of, or any Encumbrance provided by, a third party other than any
      Windrace Group Company; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              except
      as Disclosed, none of the Facilities might be terminated or mature or be
      repayable prior to its stated maturity as a result of the acquisition of
      the Sale Warrants or the acquisition of the Windrace Shares Entitlement or
      the subscription of the New Shares by the Investors or any other thing
      contemplated in this Agreement.

            


    

    


    
      	
              5.4

            	
              No prepayment or
      enforcement:  No Windrace Group Company has, since the
      Last Accounts Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              repaid,
      or, to the knowledge of Windrace and Mr. Lin, become liable (with or
      without the giving of notice by any person) to repay, any Facility in
      advance of its stated maturity;
or

            


    


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              received
      notice (whether formal or informal) from any lender of money to it or
      other persons, requiring repayment of any indebtedness or indicating that
      any Encumbrances in respect of any of its assets may be enforced, and no
      steps for the early repayment of any Facilities, or enforcement of any
      such Encumbrance, have been or may (to the knowledge of Windrace and Mr.
      Lin) be taken; and, to the knowledge of Windrace and Mr. Lin, there are no
      circumstances likely to give rise to, or would entitle any third party
      (with or without the giving of notice) to give or take, any such notice or
      steps.

            


    

    


    
      
        	
                6.

              	
                COMPLIANCE

              


      

    

    


    
      	
              6.1

            	
              Due incorporation: Each
      Windrace Group Company has been and remains validly incorporated or
      established pursuant to the laws of its country of incorporation or
      establishment in all respects, and all shares in each of the Windrace
      Group Company has been fully and duly paid up or credited as fully paid up
      in accordance with its Constituent Documents) for the time being in force
      and rank pari passu in all
respects.

            


    

    


    
      	
              6.2

            	
              All licences
      held:  Except as Disclosed, each Windrace Group Company
      has the right, power and authority, and is duly qualified, to carry all
      businesses which it currently carries on in all jurisdictions, has
      obtained all legally required licences, consents and approvals from any
      person, authority or body for the proper carrying on of its businesses and
      all such licences, consents and approval are unconditional, valid and
      subsisting and have been properly obtained; no Windrace Group Company is
      in breach of any of the terms or conditions of any of such licences,
      consents and approvals and to the knowledge of Windrace and Mr. Lin, there
      are no factors that might in any way prejudice the continuation, or
      renewal, of any of them on substantially the same terms and
      conditions.

            


    

    


    
      	
              6.3

            	
              No breach of
      laws:  Except as Disclosed, no Windrace Group Company or
      any of its officers, agents or employees (during the course of their
      duties in relation to it), has committed, or omitted to do, any act or
      thing, the commission or omission of which is, or could be, in
      contravention of any applicable Regulation, giving rise to any fine,
      penalty, default proceedings or other liability on its part involving
      penalty sums of more than RMB500,000.  To the knowledge of
      Windrace and Mr. Lin, the Windrace Group has conducted and is conducting
      its business in all respects in accordance with all applicable
      Regulations, whether of the BVI, Cayman Islands, Hong Kong, the PRC or
      such relevant jurisdictions to which any Windrace Group Company is
      subject.

            


    


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    
      	
              6.4

            	
              No
      investigations:  Except as Disclosed, to the knowledge of
      Windrace and Mr. Lin, there is and has been no governmental or other
      investigation, enquiry or disciplinary proceeding concerning any Windrace
      Group Company in any jurisdiction and none is pending or
      threatened.  To the knowledge of Windrace and Mr. Lin, no fact
      or circumstance exists which might give rise to any such investigation,
      enquiry or proceeding.

            


    

    


    
      	
              6.5

            	
              No
      disputes:  Except as Disclosed, there is no dispute with
      any revenue, or other governmental, department, agency or body in the BVI,
      Cayman Islands, Hong Kong, the PRC or elsewhere, in relation to the
      affairs of any Windrace Group Company, and to the knowledge of Windrace
      and Mr. Lin, there are no facts which may give rise to any
      dispute.

            


    

    


    
      	
              6.6

            	
              Compliance with memorandum and
      articles:  Except as Disclosed, each Windrace Group
      Company has, at all times, carried on business and conducted its affairs
      in all respects in accordance with the laws of its country of
      incorporation and its Constituent Documents for the time being in
      force.

            


    

    


    
      	
              6.7

            	
              All returns
      filed:  All filings, returns, particulars, resolutions
      and documents (including all incorporation documents) required by any
      Government Entity or the Companies Ordinance or any other legislation to
      be filed with the registrar of companies, or any other authority in any
      jurisdiction, in respect of any Windrace Group Company have been duly
      filed and were correct in all material respects at the time of their
      filing.

            


    

    


    
      	
              6.8

            	
              Security
      valid:  All Encumbrances, guarantees and indemnities in
      favour of any Windrace Group Company are valid, binding and enforceable in
      accordance with their terms and have (if legally required) been registered
      under and otherwise comply with any other applicable
      legislation.

            


    

    


    
      	
              6.9

            	
              Unlawful
      payments:  No Windrace Group Company or, to the knowledge
      of Windrace and Mr. Lin, any person for whose acts or defaults any of the
      Windrace Group Companies may be vicariously liable
  has:

            


    

    


    
      	
               
      

            	
              (a)

            	
              offered
      or made an unlawful or immoral payment, contribution, gift or other
      inducement to a government official or employee in any jurisdiction;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              induced
      a person (or procured another person) to enter into an agreement or
      arrangement with any Windrace Group Company or any third party by means of
      an unlawful or immoral payment, contribution, gift, or other
      inducement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              directly
      or indirectly made an unlawful contribution to a political
      activity.

            


    

    


    
      
        	
                7.

              	
                BUSINESS/TRADING/PRODUCTS

              


      

    

    


    
      	
              7.1

            	
              Since the Last Accounts
      Date:  Since the Last Accounts
  Date:

            


    


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              the
      business of the Windrace Group has been continued in the ordinary and
      normal course and in the same manner as
  previously;

            


    

    


    
      	
               
      

            	
              (b)

            	
              there
      has been no material deterioration:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the turnover, or the financial or trading position, business or prospects
      of the Windrace Group or material change in its assets and liabilities
      (none of which have been written up or down since the Last Accounts
      Date);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the Windrace Group’s consolidated net asset value (on the same basis as
      that used in the Accounts); or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              or
      material change in the areas of business or business environment in which
      any Windrace Group Company
operates;

            


    

    


    
      	
               
      

            	
              (c)

            	
              no
      major supplier or customer of any Windrace Group Company has stopped doing
      business with it, or substantially reduced its supplies to or levels of
      business with it, or substantially changed the terms on which it is
      prepared to supply or do business with any Windrace Group Company (other
      than normal price changes), except for change for which Windrace Group
      Company is able to locate alternative suppliers or customers without
      materially adversely affecting the Windrace Group Company business taken
      as a whole; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              each
      Windrace Group Company's business has not been materially adversely
      affected by the termination, or a change in the terms, of an important
      agreement or by an abnormal factor materially adversely affecting Windrace
      Group Company’s businesses and, to the knowledge of Windrace and Mr. Lin,
      there are no facts or circumstances which might have a material adverse
      effect on Windrace Group Company's businesses taken as a
      whole;

            


    

    


    
      	
              7.2

            	
              Relationships:  To
      the knowledge of Windrace and Mr. Lin, no circumstance exists whereby
      (whether by reason of an existing agreement or arrangement or
      otherwise):

            


    

    


    
      
        	
              	
                (a)

              	
                any
      significant supplier of any Windrace Group Company will or may cease, or
      be entitled to cease, supplying it or will or may substantially reduce its
      supplies to it or will or may substantially change the terms on which it
      is prepared to do business with any Windrace Group Company that would
      materially adversely affect Windrace Group Company’s business taken as a
      whole (other than normal price changes) (for the purpose of this
      Agreement, a significant supplier means any of the top five (5) suppliers
      of the entire Windrace Group as reflected by the total purchase values for
      the fiscal year ended December 31,
2008);

              


      

    


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              any
      major customer of any Windrace Group Company will or may cease, or be
      entitled to cease, to deal with it or will or may substantially reduce its
      existing level of business with it or will be entitled to substantially
      change the terms on which it is prepared to do business with any Windrace
      Group Company (other than normal price changes) (for the purpose of this
      Agreement, a major customer means any of the top five (5) customers of the
      Windrace Group as reflected by the total turnover of the entire Windrace
      Group for the fiscal year ended December 31,
  2008);

            


    

    


    
      	
               
      

            	
              (c)

            	
              will
      lead to Windrace to reasonably expect any officer or senior employee of
      any Windrace Group Company will or, to the knowledge of Windrace and Mr.
      Lin, may leave his office or
employment.

            


    

    


    
      	
              7.3

            	
              Warranties in respect of goods
      or services:  Except for a condition or warranty implied
      by law or contained in its standard terms of business or otherwise given
      in the usual course of business, no Windrace Group Company has given a
      guarantee, condition or warranty, or made a representation, in respect of
      goods or services supplied or agreed to be supplied by it, or accepted an
      obligation that could give rise to a liability after the goods or services
      have been supplied by it.

            


    

    


    
      	
              7.4

            	
              Joint ventures and
      partnerships:  No Windrace Group Company is /or has,
      agreed to become, a member of any joint venture, consortium, partnership
      or other unincorporated association, or a party to any agreement or
      arrangement for sharing commissions or other
  income.

            


    

    


    
      
        	
                8.

              	
                AGREEMENTS

              


      

    

    


    
      	
              8.1

            	
              No unusual
      agreements:  Except as Disclosed, no Windrace Group
      Company is a party to any Contract, instrument, transaction, arrangement,
      practice, liability or obligation (or offer, tender or proposal)
      which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      outside its ordinary course of
business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      of a long-term nature (that is, unlikely to have been fully performed, in
      accordance with is terms, more than six months after the date on which it
      was entered into or undertaken);

            


    

    


    
      	
               
      

            	
              (c)

            	
              is
      a swap, futures or derivatives contract of any nature or involves payment
      by it of amounts determined by reference to fluctuations in an index of
      retail prices or shares, or any other index, or any prices of securities,
      commodities or any other things, or any other benchmark of any nature or
      in the rate of exchange for any
currency;

            


    


    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              involves,
      or is likely to involve, the purchase or supply of goods or services the
      aggregate purchase or sales value of which will represent in excess of 10%
      of its turnover for the preceding financial
  year;

            


    

    


    
      	
               
      

            	
              (e)

            	
              restricts
      any Windrace Group Company's freedom to operate any business or use its
      assets in any part of the world as it considers
    appropriate;

            


    

    


    
      	
               
      

            	
              (f)

            	
              is
      prohibited, void, illegal or unenforceable, or has any consequences
      (including the application of disclosure, registration or
      notification  requirements), under any laws or requirements of
      any jurisdiction relating to competition, anti-trust, fair trading and
      similar matters.

            


    

    


    
      	
              8.2

            	
              Non arm's length
      transactions:  No Windrace Group Company is a party to,
      nor have its profits or financial position during the three (3) years
      prior to the date of this Agreement been affected by, any Contract,
      transaction or arrangement which is not entered into in the ordinary
      course of business and of an entirely arm's length
  nature.

            


    

    


    
      	
              8.3

            	
              No default by the Windrace
      Group Companies:  No Windrace Group Company is in default
      under any agreement, instrument or obligation binding on it.  To
      the knowledge of Windrace and Mr. Lin, no threat or claim of default,
      under any agreement, instrument or arrangement to which any Windrace Group
      Company is a party has been made and there is no circumstance whereby any
      such agreement, instrument or arrangement is invalid or, except as
      Disclosed, may be prematurely terminated, rescinded, repudiated or
      disclaimed by any other party and no notice has been received of any such
      party's intention, and no such party has sought, to terminate, rescind,
      repudiate or disclaim any such agreement, instrument or
      arrangement.

            


    

    


    
      
        	
                8.4

              	
                Material
      Contracts: Except
      as Disclosed, all material Contracts to which any Windrace Group Company
      is a party are valid, binding and enforceable in accordance with their
      terms under the laws of their relevant jurisdictions.  No event
      or circumstances have arisen or will arise before Closing which will
      enable the counterparties to terminate any of the material Contracts
      whether on account of a breach of the counterparties to the material
      Contracts or otherwise, and the Windrace Group would not do or permit
      anything to be done which may diminish, jeopardize or prejudice its right
      or interest under any of the material
Contracts.

              


      

    

    


    
      	
              8.5

            	
              Effect of this
      Agreement:  The execution of, or compliance with the
      terms of, this Agreement does not and will
not:

            


    

    


    
      	
               
      

            	
              (a)

            	
              conflict
      with, or result in the breach of, or constitute a default under, any of
      the terms, conditions or provisions of any agreement or instrument to
      which any Windrace Group Company is a party, or any provision of the
      memorandum or articles of association of any Windrace Group Company or any
      Encumbrance, lease, Contract, order, judgement, award, injunction,
      Regulation or other restriction or obligation of any kind or character by
      which or to which any asset of any Windrace Group Company is bound or
      subject;

            


    


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              relieve
      any person from any obligation to any Windrace Group Company (whether
      contractual or otherwise), or enable any person to terminate any
      obligation, or any right or benefit enjoyed by any Windrace Group Company,
      or, except as provided by the Elevatech Letter Agreement, to exercise any
      right, whether under an agreement with, or otherwise in respect of, any
      Windrace Group Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              except
      as Disclosed, to the knowledge of Windrace and Mr. Lin, prejudicially
      affect the attitude of lenders of the Windrace
  Group;

            


    

    


    
      	
               
      

            	
              (d)

            	
              result
      in the creation, imposition, crystallisation or enforcement of any
      Encumbrance whatsoever on any of the assets of any Windrace Group
      Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              except
      as Disclosed, result in any present or future indebtedness or other
      Facilities of any Windrace Group Company becoming due, or capable of being
      declared due and payable, prior to its stated maturity;
  or

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      the knowledge of Windrace and Mr. Lin, require any Windrace Group Company
      to obtain the consent or approval of any person, body or authority
      (whether as a matter of Regulation, Contract, or other requirement or
      expectation whether formal or not).

            


    

    


    
      
        	
                9.

              	
                RELATED PARTY
      MATTERS

              


      

    

    


    
      	
              9.1

            	
              No related party
      Contracts:  Except as Disclosed, there is not now
      outstanding, and there has not at any time during the three (3) years
      prior to the date of this Agreement been outstanding, any Contract or
      arrangement to which any Windrace Group Company is a party and in
      which:

            


    

    


    
      	
            	
              (a) 

            	
              any
      of the shareholders of Windrace;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      other person who is a shareholder or the beneficial owner of any interest
      in any Windrace Group Company; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      director or employee of any Windrace Group
  Company.

            


    

    


    
      	
               
      

            	
              is
      or has been interested, whether directly or
  indirectly.

            


    

    


    
      	
              9.2

            	
              No competing business
      interest:  The Founders and their respective Affiliates
      do not have any rights or interests, directly or indirectly, in any
      businesses other than those now carried on by any Windrace Group Company
      which are or are likely to be, or become, competitive with the businesses
      of the Windrace Group.

            


    


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

    


    
      	
              9.3

            	
              Related
      indebtedness:  There is no outstanding loan or
      indebtedness of any nature owed:

            


    

    


    
      	
               
      

            	
              (a)

            	
              by
      any Windrace Group Company to any of the shareholders of Windrace or any
      director or employee of any Windrace Group Company or any Affiliate of any
      such person; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              by
      any such person to any Windrace Group
Company.

            


    

    


    
      
        	
                10.

              	
                LITIGATION AND
      INSOLVENCY

              


      

    

    


    
      	
              10.1

            	
              No
      litigation:  No Windrace Group Company or any person for
      whose acts or defaults it may be vicariously liable is involved in any
      litigation, arbitration, administrative or criminal or other proceedings
      involving a claim of more than US$100,000 ,  there are no such
      proceedings pending or threatened, either by or, to Founders’ knowledge,
      against any Windrace Group Company; and there is no order or penalty
      against any Windrace Group Company; and to the knowledge of Windrace and
      Mr. Lin, there is no fact or circumstance which is likely to give rise to
      any such proceedings involving any Windrace Group Company, in each of the
      above cases excluding ordinary debt collection proceedings by any Windrace
      Group Company.

            


    

    


    
      	
              10.2

            	
              No winding
      up:  No order has been made, or petition presented, or
      resolution passed for the winding up of or appointment of a provisional
      liquidator to any Windrace Group Company; nor has any receiver, manager or
      the like been appointed in respect of any Windrace Group Company's assets
      or undertakings; nor has any distress, execution or other process been
      levied in respect of any Windrace Group Company or any of their assets
      which remains undischarged; nor is there any unfulfilled or unsatisfied
      judgment, order, decree, award or decision outstanding against any
      Windrace Group Company or any person for whose acts or defaults it may be
      vicariously liable.

            


    

    


    
      	
              10.3

            	
              Insolvency:  No
      Windrace Group Company is insolvent or unable to pay (or has stopped
      paying) its debts (or any of them) when they fall
  due.

            


    

    


    
      
        	
                11.

              	
                EMPLOYEES

              


      

    

    


    
      	
              11.1

            	
              Employees; Employment
      Agreements:  All persons who provide services to any
      Windrace Group Company are (i) employees of such Windrace Group Company or
      (ii) have entered into binding Contracts or agreements with such Windrace
      Group Company or other proper third party for the provisions of such
      services, in each case in accordance with all applicable
      Regulations

            


    


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

    


    
      	
              11.2

            	
              No changes to employment
      terms:  During the period to which the Accounts relate
      and since the Last Accounts Date or (where employment or holding of office
      commenced after the beginning of such period) since the commencement date
      of the employment or holding of
office:

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      material change has been made (or agreed to be made) in the rate of
      remuneration, or the emoluments or pension benefits, of any officer,
      ex-officer or senior executive of each Windrace Group Company (a “Senior Executive” being
      a person in receipt of remuneration in excess of RMB250,000 per annum or
      equivalent); and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      change has been made in any other material terms of employment of any
      Senior Executive.

            


    

    


    
      	
              11.3

            	
              No other
      emoluments:  Except as Disclosed, no Windrace Group
      Company is bound or accustomed to pay any moneys or other benefits other
      than in respect of remuneration, or emoluments of employment, or pension
      benefits, to, or for the benefit of, any officer or employee of any
      Windrace Group Company; in particular, there are no bonus, share option,
      incentive or other such schemes in operation or any schemes where any
      employee, officer or other person is entitled to any commission or
      remuneration of any sort calculated by reference to the turnover, profits
      or sales of any Windrace Group Company, or any agreements or arrangements
      relating to the aforesaid.

            


    

    


    
      	
              11.4

            	
              Contracts terminable on
      notice:  All subsisting Contracts of employment, to which
      any Windrace Group Company is a party, may be terminated at any time on
      one month's notice or less without giving rise to any claim for damages or
      compensation (other than compensation in accordance with the applicable
      laws).

            


    

    


    
      	
              11.5

            	
              No notice of
      termination:  Since the Last Accounts Date, no key
      employees of any Windrace Group Company has given or received notice
      terminating his employment or office, except as expressly contemplated in
      this Agreement.

            


    

    


    
      	
              11.6

            	
              Employee
      records:  Each Windrace Group Company has maintained
      up-to-date, full and accurate records regarding the employment of each of
      its employees (including, without limitation, details of terms of
      employment, payments of statutory entitlements, taxation, holidays,
      disciplinary and health and safety matters) and termination of
      employment.

            


    

    


    
      	
              11.7

            	
              No employee
      representatives:  There are no agreements or other
      arrangements (whether or not legally binding) between any Windrace Group
      Company and any trade union or other body representing
      employees.

            


    

    


    
      	
              11.8

            	
              No
      disputes/liabilities:

            


    


    
      	
               
      

            	
              (a)

            	
              To
      the knowledge of Windrace and Mr. Lin, no Windrace Group Company is
      involved in any dispute with, or subject to any claim (whether at the
      labour tribunal, in the Courts or otherwise) from, any of their current or
      former employees and to the knowledge of Windrace and Mr. Lin, there are
      no facts which might suggest that there may be any dispute or claim or
      that any of the provisions of this Agreement may lead to any such dispute
      or claim.

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              There
      is no claim involving more than US$100,000 pending or (to the knowledge of
      Windrace and Mr. Lin) threatened, against any Windrace Group Company, by
      an employee or workman or third party, in respect of any accident or
      injury, which are not fully covered by
  insurance.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Adequate
      provision has been made in the Accounts for all and any compensation,
      severance or other payment (whether under Regulation, relevant agreement
      or otherwise) for which any Windrace Group Company is or may be liable in
      respect of termination of employment, loss of office, wrongful or unfair
      dismissal, redundancy or similar
matters.

            


    

    


    
      	
              11.9

            	
              No loans etc: No loan or
      advance or financial assistance has been made by any Windrace Group
      Company to any employee or officer or past or prospective employee or
      officer, which is outstanding.

            


    

    


    
      	
              11.10

            	
              Compliance: Each
      Windrace Group Company, and all its employees, consultants and other
      persons for whose acts it may be vicariously liable, have at all times
      complied with all applicable obligations under statute and otherwise
      concerning the treatment, health and safety of the employees and officers
      of the Windrace Group.

            


    

    


    
      	
              11.11

            	
              Payments re: employees:
      To the knowledge of Windrace and Mr. Lin, no Windrace Group Company
      has any outstanding undischarged liability to any employee or to pay to
      any governmental or regulatory authority (or officially required or
      sponsored fund or scheme) in any jurisdiction any contribution, taxation
      or other impost arising in connection with the employment or engagement of
      personnel by it.

            


    

    


    
      
        	
                12.

              	
                PENSIONS

              


      

    

    


    
      	
              12.1

            	
              No pension
      arrangements:  Save for compliance with applicable
      Regulations, no Windrace Group Company is under any legal or moral
      liability or obligation, or a party to any ex-gratia arrangement or
      promise, to pay any retirement or death or disability benefit, pension,
      gratuity, annuity,  superannuation allowance or the like, or
      life assurance, medical insurance or permanent health payments or the like
      (the aforesaid together, “Benefit”), to or for any
      of its past or present officers, employees or their dependant or other
      person; and there are no schemes, plans arrangements or proposals in
      relation to Benefits (or their Provision) or similar schemes or
      arrangements in relation to, or binding on, any Windrace Group Company (or
      their present or former employees) or to which any Windrace Group Company
      contributes or has contributed or proposes to
  contribute.

            


    


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

    


    
      	
              12.2

            	
              Payments:  All
      payments and contributions to, or relating to, a Benefit which is required
      to be made by any of the Windrace Group Company and its employees or other
      persons have been duly made. There has been no breach of the terms of any
      Benefit, or of any laws or regulations applying in respect of such
      Benefit, by any Windrace Group Company or by any of the trustees, managers
      and administrators (if any) of such
Benefit.

            


    

    


    
      
        	
                13.

              	
                PROPERTY

              


      

    

    


    
      	
              13.1

            	
              Owned
      Property:  The information contained in Schedule
      9 in relation to the location and ownership of each Owned Property
      is held is true, accurate and complete in all
  respects.

            


    

    


    
      	
              13.2

            	
              All
      properties:  The Property comprises all the real
      properties owned, occupied or used by the Windrace Group in connection
      with its business and are so occupied or used by right of ownership or
      under lease or licence the terms of which permit such occupation or
      use.

            


    

    


    
      	
              13.3

            	
              Title to Owned
      Property:  The Windrace Group has the right of
      possession, occupation or usage, as the case may be, and proper legal
      title to the land use rights and building ownership rights in respect of
      each Owned Property (including possession of the land use rights
      certificates and building ownerships certificates).  Except as
      Disclosed, the Windrace Group is entitled to transfer, sell, mortgage or
      otherwise dispose of the Owned Property in accordance with the title
      documents and regulatory requirements. To the knowledge of Windrace and
      Mr. Lin, no third party has any occupancy rights or liens affecting the
      legal title of each Owned Property. The original land grant fee for any
      land use certificates and building ownership certificates in relation to
      each Owned Property was paid in full. Each Owned Property will, at
      Closing, be free from any Encumbrance. The current use of each Owned
      Property as described in Schedule
      9 is in its permitted use. All consents have been obtained with
      respect to all development, alterations and improvements to such Owned
      Property and for the grant of the leases or licenses in relation to such
      Owned Property.  Compliance is being made and has at all times
      been made in all material respects with all restrictions and obligations
      set forth in the land use rights certificates, building ownership
      certificates and all applicable Regulations with respect to each Owned
      Property.

            


    

    


    
      	
              13.4

            	
              No Leased Property: None
      of the Windrace Group Company has any interest in any Leased Property nor
      has any Windrace Group Company entered into any lease or tenancy with any
      party other than the Windrace
Group.

            


    

    


    
      	
              13.5

            	
              Compulsory purchase
      notices:  There are no compulsory purchase or resumption
      notices, orders or resolutions affecting each of the Properties, nor are
      there any circumstances likely to lead to any being
  made.

            


    


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

    


    
      	
              13.6

            	
              Closure or enforcement
      orders:  Except as Disclosed, to the knowledge of
      Windrace and Mr. Lin, there are no closure, demolition, clearance orders,
      enforcement notices, stop notices or other orders affecting any Property,
      nor are there any circumstances likely to lead to any being
      made.

            


    

    


    
      	
              13.7

            	
              Good
      repair:  The buildings and other structures on each of
      the Properties are in good and substantial repair (subject to normal wear
      and tear) and fit for the purpose(s) for which they are presently
      used.

            


    

    


    
      	
              13.8

            	
              Disputes:  To
      the knowledge of Windrace and Mr. Lin, there are no disputes with any
      adjoining or neighbouring owner with respect to boundary walls and fences,
      or with respect to any easement, right or means of access to any
      Property.

            


    

    


    
      	
              13.9

            	
              Access:  The
      principal means of access to each Property is over roads which are public
      highways and, to the knowledge of Windrace and Mr. Lin, no means of access
      to the Property is subject to rights of determination by any other
      party.

            


    

    


    
      	
              13.10

            	
              Main
      services:  Each Property enjoys the main services of
      water, drainage, electricity and
gas.

            


    

    


    
      	
              13.11

            	
              Damage or
      defects:  To the knowledge of Windrace and Mr. Lin, no
      building or structure on the Property has at any time been affected by
      structural damage or electrical defects or white ants or by timber
      infestation or disease.

            


    

    


    
      	
              13.12

            	
              Deleterious
      materials:  To the knowledge of Windrace and Mr. Lin, the
      buildings or other structures on each Property do not contain in their
      fabric any high alumina cement, blue asbestos, calcium chloride
      accelerator, wood wool slabs used as permanent shuttering or other
      deleterious material.

            


    

    


    
      	
              13.13

            	
              Insurance:  The
      Property is insured to an adequate extent against such risks normally
      insured against by owners or occupiers of such
  properties.

            


    

    


    
      	
              13.14

            	
              Reinstatement:  To
      the knowledge of Windrace and Mr. Lin, there is no obligation to reinstate
      any Property by removing or dismantling any alteration made to it by the
      Windrace Group or any predecessor in title to the Windrace
      Group.

            


    

    


    
      	
              13.15

            	
              Works
      required:  To the knowledge of Windrace and Mr. Lin,
      there are no known works of an extraordinary nature required to the
      building of which the Property forms part or any common facilities serving
      any building which would give rise to the increase of any service or
      management charges to any
Property.

            


    


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

    


    
      
        	
                14.

              	
                INSURANCE

              


      

    

    


    
      	
              14.1

            	
              Insurance
      adequate:  All the assets and undertakings of any
      Windrace Group Company of an insurable nature, are, and where available,
      and have at all material times been, insured in commercial reasonable
      amounts against fire and all other risks normally insured against by
      persons carrying on the same types of business in the same geographic
      region as that carried on by the relevant Windrace Group Company. Each
      Windrace Group Company is now, and has at all material times been,
      adequately covered against accident, damage, injury, and all other risks
      normally insured against by persons carrying on the same types of
      business.

            


    

    


    
      	
              14.2

            	
              In
      effect:  All insurance policies maintained by each
      Windrace Group Company as of the date hereof are in full force and effect,
      and all material terms and conditions of the said policies have been
      performed and observed in full.  No relevant policy of insurance
      is or could be void or voidable or vitiated, and nothing has been done or
      omitted to be done which is likely to result in an increase in
      premium.  All premiums due have been duly paid in
      full.

            


    

    


    
      	
              14.3

            	
              No
    claims:

            


    

    


    
      	
               
      

            	
              (a)

            	
              No
      claim is outstanding, or may be made, under or in respect of any of the
      said policies by any party thereto and no circumstances exist which will
      or might give rise to such a claim or which would or might be required to
      be notified to the insurers under any such
  policies.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      claim against any Windrace Group Company by any third party is outstanding
      in respect of any risk covered by any of the policies or by any policy
      previously held by any Windrace Group
Company.

            


    

    


    
      
        	
                15.

              	
                INTELLECTUAL PROPERTY
      AND COMPUTER SYSTEMS

              


      

    

    


    
      	
              15.1

            	
              All rights
      owned:  All Intellectual Property Rights used or required
      by the Windrace Group in connection with its business are in full force
      and effect and are vested in, and beneficially owned by, the relevant
      Windrace Group Company and:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (where
      registration is possible) the relevant Windrace Group Company has been and
      is registered as proprietor of such Intellectual Property Rights and no
      other person has any interest, right or Encumbrance in or in respect of
      any such Intellectual Property
Rights;

            


    

    


    
      	
               
      

            	
              (b)

            	
              each
      of those rights is valid enforceable and duly maintained, and none of them
      is being used, claimed or opposed by any other
  person;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      the knowledge of Windrace and Mr. Lin, there has been no infringement of
      such Intellectual Property Rights by any third
  party;

            


    


    
      
         


      

      
        66

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              renewal
      fees payable in respect of such Intellectual Property Rights which are
      registered have been duly paid and each other available action to maintain
      and protect such Intellectual Property Rights has been duly
      taken;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      the knowledge of Windrace and Mr. Lin, nothing has been done or omitted to
      be done by which a person is or will be able to seek cancellation,
      rectification or other modification of a registration of any of such
      Intellectual Property Rights;

            


    

    


    
      	
               
      

            	
              (f)

            	
              there
      is and has been no civil, criminal, arbitration, administrative or other
      proceeding or dispute in any jurisdiction concerning any of such
      Intellectual Property Rights; to the knowledge of Windrace and Mr. Lin, no
      civil, criminal, arbitration, administrative or other proceeding
      concerning any of such Intellectual Property Rights is pending or
      threatened; to the knowledge of Windrace and Mr. Lin, no fact or
      circumstance exists which might give rise to such proceeding or dispute;
      and

            


    

    


    
      	
               
      

            	
              (g)

            	
              no
      right or license has been granted to any person by any Windrace Group
      Company to use, in any manner, or to do anything which would or might
      otherwise infringe, any such Intellectual Property Rights; and no act has
      been done, or omission permitted, by any Windrace Group Company whereby
      such Intellectual Property Rights, or any of them, have ceased or might
      cease to be valid and enforceable.

            


    

    


    
      	
              15.2

            	
              No
      infringement:  To the knowledge of Windrace and Mr. Lin,
      the business of the Windrace Group (and of any license under a licence
      granted by any Windrace Group Company) as now carried on does not, and is
      not likely to, infringe any Intellectual Property Right of any other
      person, and all licenses to any Windrace Group Company in respect of any
      such Intellectual Property Rights are in full force and effect and no
      party to an agreement relating to the use by any Windrace Group Company of
      Intellectual Property Rights of another person is, or has at any time
      been, in breach of that agreement.

            


    

    


    
      	
              15.3

            	
              No breach of
      licence:  Nothing has been done or omitted by any
      Windrace Group which would enable any license granted by such Windrace
      Group Company to be terminated, or which in any way constitutes a breach
      of the terms of any license.

            


    

    


    
      	
              15.4

            	
              No
      disclosure:  No Windrace Group Company has (otherwise
      than in the ordinary and normal course of business) disclosed, or
      permitted to be disclosed, or undertaken or arranged to disclose, to any
      person other than the Investors, Exceed and SPAC any of its know-how,
      trade secrets, confidential information, price lists or lists of customers
      or suppliers.

            


    

    


    
      	
              15.5

            	
              Business
      names:  No Windrace Group Company uses any name for any
      purpose other than its full corporate
name.

            


    


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

    


    
      	
              15.6

            	
              Computer
      systems:

            


    

    


    
      	
               
      

            	
              (a)

            	
              None
      of the Systems, Records, data or information of or used by any Windrace
      Group Company is recorded, stored, maintained, operated or otherwise
      wholly or partly dependent on or held or accessible by any means
      (including, without limitation, an electronic, mechanical or photographic
      process computerized or not) which are not under the exclusive ownership
      and direct control of the relevant Windrace Group
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Windrace Group has security procedures in place to prevent unauthorized
      access, amendment or damage to the Systems and Records and other data and
      information of the Windrace Group or the data and information of third
      parties held, recorded, stored, maintained or operated by the Windrace
      Group or on behalf of the Windrace Group by any third party, and no
      unauthorized access, amendment or damage to such Systems, Records or other
      data or information has taken place as at the date of this
      Agreement.

            


    

    


    
      
        	
                16.

              	
                ENVIRONMENTAL
      ISSUES

              


      

    

    


    
      	
              16.1

            	
              Compliance: Each
      Windrace Group Company is currently in compliance with all Environmental
      Laws in all material respects and has at all times complied with all
      Environmental Laws.

            


    

    


    For the
purpose of this Schedule
4, “Environmental
Law” shall mean any and all applicable laws whether of the PRC or any
other relevant jurisdiction, relating to pollution, contamination or protection
of the environment or to the storage, labelling, handling, release, treatment,
processing, manufacturing, deposit, transportation or disposal of any hazardous
substance.

    


    
      	
              16.2

            	
              No breach: To the
      knowledge of Windrace and Mr. Lin, there is no real property owned or used
      by any Windrace Group Company contaminated with any hazardous substance or
      any substance regulated by any Environmental Law so as to constitute a
      violation of any Environmental Law.

            


    

    


    
      	
              16.3

            	
              No claims: To the
      knowledge of Windrace and Mr. Lin, there have not been nor are there
      pending or threatened any civil or criminal actions, notices of
      violations, investigations, administrative proceedings or written
      communications from any regulatory authority under any Environmental Laws
      against any Windrace Group Company or any of its assets and, to the
      knowledge of Windrace and Mr. Lin, there are no facts or circumstances
      which may give rise to the
same.

            


    


    
      
         


      

      
        68

        
          

        

      

      
         


      

    

    


    
      
        	
                17.

              	
                MISCELLANEOUS

              


      

    

    


    
      	
              17.1

            	
              Commissions:  No
      person is entitled to receive from any Windrace Group Company any finder's
      fee, brokerage or other commission in connection with the transfer of the
      Sale Warrants or the granting of the Windrace Shares Entitlement or the
      issue and allotment of the New Shares to the Investors under, or otherwise
      in respect of, this Agreement.

            


    


    
      
         


      

      
        69

        
          

        

      

      
         


      

    

    


    PART C

    


    SPAC AND
EXCEED

    


    Each of
the representations and warranties contained in this Part C is based on publicly
available information and assuming all representations and warranties made by
Exceed and SPAC in the SPA are true, accurate and complete in all material
respects and not misleading in any material respect as of the date of this
Agreement and on each day up to and including the Closing Date.

    


    
      
        	
                1.

              	
                PUBLIC
      FILINGS

              


      

    

    


    
      	
              1.1

            	
              Financial statements:
      The financial statements of SPAC included in the forms, reports and
      records filed by SPAC with the SEC complied in all material respects with
      applicable accounting requirements and the rules and regulations of the
      SEC with respect thereto at the time of filing.  Such financial
      statements were prepared in accordance with US GAAP on a consistent basis
      during the periods involved, except as may otherwise be specified in such
      financial statements or the notes thereto, and fairly represented in all
      material respects the financial position of SPAC as of and for the dates
      thereof and the results of operations and cash flows for the periods then
      ended, subject, in the case of unaudited statements, to normal, year-end
      adjustments.

            


    

    


    
      	
              1.2

            	
              SEC Documents: SPAC has
      filed all reports, schedules, forms, statements and other documents
      required to be filed by SPAC with the SEC since its inception, pursuant to
      Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC
      Documents”).  As of its respective filing date,
      each  SEC Document complied in all material respects with the
      requirements of the Exchange Act and the rules and regulations of the SEC
      promulgated thereunder applicable to such SEC Document, and did not
      contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.  Except to the extent that
      information contained in any SEC Document has been revised or superseded
      by a later filed SEC Document, none of the  SEC Documents
      contains any untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.  The financial statements included in
      the SEC Documents comply as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      applicable to SPAC  with respect thereto, and have been prepared
      in accordance with U.S. GAAP (except, in the case of unaudited statements,
      as permitted by the rules and regulations of the SEC) applied on a
      consistent basis during the periods involved (except as may be indicated
      in the notes thereto) and fairly present the financial position of SPAC as
      of the dates thereof and the consolidated results of its operations and
      cash flows as at the respective dates of and for the periods referred to
      in such financial statements (subject, in the case of unaudited financial
      statements, to normal year-end audit adjustments and the omission of notes
      to the extent permitted by Regulation S-X of the
  SEC).

            


    


    
      
         


      

      
        70

        
          

        

      

      
         


      

    

    


    
      
        	
                2.

              	
                GENERAL
      COMPLIANCE

              


      

    

    


    SPAC has
not received any claim or notice that is in breach of any applicable rules,
regulations or requirements of the SEC.

    


    
      
        	
                3.

              	
                LISTING
      STATUS

              


      

    

    


    Before
the Merger, SPAC has listed 22,490,000 shares of the common stock of SPAC with a
par value of US$0.0001 per share on the NYSE Amex, which include 10,500,000
shares of common stock currently outstanding and 11,990,000 shares of its common
stock issuable upon exercise of outstanding rights to acquire the common stock
of SPAC pursuant to warrants to purchase an aggregate of 8,625,000 shares
of common stock of SPAC issued by SPAC as part of the units sold in SPAC’s
initial public offering of its securities, warrants to purchase an aggregate of
2,265,000 shares of the common stock of SPAC issued by SPAC in a private
placement immediately preceding the initial public offering of SPAC’s securities
and the underwriter’s purchase option to acquire 550,000 units of
SPAC.  The listing status of such securities on the NYSE Amex has not
been withdrawn or cancelled, and the SEC has not indicated to SPAC that it will
object to the continued listing of such shares.

    


    Upon SPA
Closing, Exceed will become the holding company of Windrace and SPAC shall merge
with and into Exceed with Exceed as the surviving entity.  All rights
and obligation of SPAC will be resumed by Exceed.

    


    
      
        	
                4.

              	
                SARBANES-OXLEY ACT OF
      2002

              


      

    


    Except as
Disclosed, SPAC is in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
applicable to it as of the date hereof and as of the Closing
Date.  There has been no material change in SPAC’s accounting policies
since inception except as described in the notes to SPAC’s Financial Statements.
Each required form, report and document containing financial statements that has
been filed with or submitted to the SEC since inception, was accompanied by the
certifications required to be filed or submitted by SPAC’s chief executive
officer and chief financial officer pursuant to the Sarbanes-Oxley Act, and at
the time of filing or submission of each such certification, such certification
was true and accurate and materially complied with the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder.  Neither SPAC, nor
to the best of the knowledge of  Windrace or Mr. Lin, any
representative of SPAC, has received or otherwise had or obtained knowledge of
any complaint, allegation, assertion or claim, whether written or oral,
regarding the accounting or auditing practices, procedures, methodologies or
methods of SPAC or their respective internal accounting controls, including any
complaint, allegation, assertion or claim that SPAC has engaged in questionable
accounting or auditing practices, except for (a) any complaint, allegation,
assertion or claim as has been resolved without any resulting change to SPAC’s
accounting or auditing practices, procedures methodologies or methods of SPAC or
its internal accounting controls, and (b) questions regarding such matters
raised and resolved in the ordinary course in connection with the preparation
and review of SPAC’s financial statements and periodic reports.  To
the knowledge of Windrace and Mr. Lin, no attorney representing SPAC, whether or
not employed by SPAC, has reported evidence of a material violation of
securities laws, breach of fiduciary duty or similar violation by SPAC or any of
its officers, directors, employees or agents to the board of directors of SPAC
or any committee thereof or to any director or officer of SPAC.  To
the knowledge of Windrace and Mr. Lin, no employee of SPAC has provided or is
providing information to any law enforcement agency regarding the commission or
possible commission of any crime or the violation or possible violation of any
applicable law.

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    


    
      
        	
                5.

              	
                U.S.
      TAXES

              


      

    

    


    
      	
               
      

            	
              (a)

            	
              SPAC
      has timely filed (taking into account any extensions received from the
      relevant taxing authorities), or has caused to be timely filed on its
      behalf, all U.S. tax returns that are or were required to be filed by it,
      and all such tax returns are true, complete and accurate.  To
      the knowledge of Windrace and Mr. Lin, there are no unpaid Taxes claimed
      to be due by any U.S. tax authority in charge of taxation of any
      jurisdiction, nor any claim for additional taxes for any period for which
      U.S. tax returns have been filed, and the officers of SPAC know of no
      basis for any such claim.

            


    

    


    
      	
               
      

            	
              (b)

            	
              SPAC
      has not received any notice that any governmental authority will audit or
      examine (except for any general audits or examinations routinely performed
      by such governmental authorities), seek information with respect to, or
      make material claims or assessments with respect to any Taxes for any
      period.

            


    

    


    
      	
               
      

            	
              (c)

            	
              SPAC’s
      financial statements reflect an adequate reserve for all taxes payable by
      SPAC (in addition to any reserve for deferred Taxes to reflect timing
      differences between book and tax items) for all taxable periods and
      portions thereof through the date of such financial statements. SPAC is
      neither a party to nor is it bound by any tax indemnity, tax sharing or
      similar agreement and SPAC currently has no material liability and will
      not have any material liabilities for any Taxes of any other person under
      any agreement or by the operation of any law. No deficiency with respect
      to any taxes has been proposed, asserted or assessed against SPAC, and no
      requests for waivers of the time to assess any such taxes are
      pending.

            


    


    
      
         


      

      
        72

        
          

        

      

      
         


      

    

    


    
      
        	
                6.

              	
                INVESTIGATIONS/ANTI-AVOIDANCE

              


      

    

    


    
      	
               
      

            	
              (a)

            	
              SPAC
      has not been subject to any audit or investigation by any U.S. Taxation
      Authority and, to the knowledge of Windrace and Mr. Lin, there are no
      circumstances existing which make it likely that an audit or investigation
      will be commenced.

            


    

    


    
      	
               
      

            	
              (b)

            	
              To
      the knowledge of Windrace and Mr. Lin, SPAC has neither entered into nor
      been a party to any transaction or any scheme or arrangement of which the
      main purpose, or one of the main purposes, or the sole or dominant
      purpose, was the unlawful avoidance of or reduction in or the deferral or
      postponement of a liability to
taxation.

            


    

    


    
      
        	
                7.

              	
                SHARE
      CAPITAL

              


      

    

    


    Except as
Disclosed and as otherwise disclosed in the publicly available information and
records of SPAC filed with the SEC (including annual reports, statutory filings
and registrations), there is no option, right to acquire, transfer, mortgage,
charge, pledge, lien or other form of security or encumbrance on, over or
affecting any of the Sale Warrants and there is no agreement or commitment to
give or create any of the foregoing and no claim has been made by any person to
be entitled to any of the foregoing.

    


    
      
        	
                8.

              	
                RECORDS AND
      DOCUMENTS

              


      

    

    


    Each of
Exceed and SPAC has kept duly made up all requisite books of account (in
accordance with good accounting principles), minute books, registers and
financial and other records.  All records:

    


    
      	
               
      

            	
              (a)

            	
              have
      been fully, properly and accurately kept and completed in accordance with
      normal business practice and good accounting principles and comply with
      all applicable legal and accounting requirements and
      standards;

            


    

    


    
      	
               
      

            	
              (b)

            	
              do
      not contain any material inaccuracies or discrepancies;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              give
      and reflect a correct view of its trading transactions, and its financial,
      contractual and trading position (and no notice or allegation that any of
      them is inaccurate or should be rectified has been received or
      made),

            


    

    


    and the
records and all other deeds and documents (including title deeds and documents),
belonging to or which ought to be in the possession of Exceed or SPAC are in the
possession of Exceed or SPAC or their respective agents.

    


    
      
        	
                9.

              	
                STATUTORY
      BOOKS

              


      

    


    To the
knowledge of Windrace and Mr. Lin, the stock ledger of SPAC prepared and
maintained by SPAC’s transfer agent has been properly kept and contains an
accurate and complete record of the stockholders of record of SPAC.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    


    
      
        	
                10.

              	
                MINUTE
      BOOKS

              


      

    

    


    The
minute books of directors' meetings and of shareholders'/stockholders' meetings
of Exceed and SPAC respectively (including actions taken by written consent in
lieu of a meeting) contain full and accurate records of all resolutions passed
by the directors and the shareholders/stockholders respectively of that company
and no resolutions have been passed by either the directors or the
shareholders/stockholders of Exceed or SPAC  which are not recorded in
the relevant minute books.

    


    
      
        	
                11.

              	
                NO BREACH OF
      LAWS

              


      

    

    


    To the
knowledge of Windrace and Mr. Lin, neither Exceed, SPAC nor any of its officers,
agents or employees (during the course of their duties in relation to it), has
committed, or omitted to do, any act or thing, the commission or omission of
which is, or could be, in contravention of any applicable Regulation, giving
rise to any fine, penalty, default proceedings or other liability on its
part involving penalty sums of more than US$250,000.

    


    
      	
               
      

            	
              To
      the knowledge of Windrace and Mr. Lin, each of Exceed and SPAC has
      conducted and is conducting its business in all respects in accordance
      with all applicable Regulations in each such relevant jurisdictions to
      which either Exceed or SPAC is
subject.

            


    

    


    
      
        	
                12.

              	
                NO
      INVESTIGATIONS

              


      

    

    


    There is
and has been no governmental or other investigation, enquiry or disciplinary
proceeding concerning Exceed or SPAC in any jurisdiction and, to the knowledge
of Windrace and Mr. Lin, none is pending or threatened.  To the
knowledge of Windrace and Mr. Lin, no fact or circumstance exists which might
give rise to any such investigation, enquiry or proceeding.

    


    
      
        	
                13.

              	
                NO
      DISPUTES

              


      

    

    


    There is
no dispute with any revenue, or other governmental, department, agency or body
in the U.S. or elsewhere, in relation to the affairs of Exceed or SPAC, and, to
the knowledge of Windrace and Mr. Lin, there are no facts which may give rise to
any dispute.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

    


    
      
        	
                14.

              	
                COMPLIANCE WITH
      CONSTITUENT DOCUMENTS

              


      

    

    


    Each of
Exceed and SPAC has, at all times, carried on business and conducted its affairs
in all respects in accordance with the applicable laws of the BVI, U.S., the
State of Delaware and its Constituent Documents then in force.

    


    
      
        	
                15.

              	
                ALL RETURNS
      FILED

              


      

    

    


    All
filings, returns, particulars, resolutions and documents (including all
incorporation documents) required by any legislation to be filed with any U.S.
or BVI government authority, or any other authority in any jurisdiction, in
respect of either Exceed or SPAC have been duly filed and were correct in all
material respects.

    


    
      
        	
                16.

              	
                NO UNUSUAL
      AGREEMENTS

              


      

    

    


    Except as
Disclosed, each of Exceed and SPAC is not a party to any Contract, instrument,
transaction, arrangement, practice, liability or obligation (or offer, tender or
proposal) which:

    


    
      	
               
      

            	
              (a)

            	
              is
      outside of its ordinary course of
business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      of a long-term nature (that is, unlikely to have been fully performed, in
      accordance with is terms, more than six (6) months after the date on which
      it was entered into or undertaken);

            


    

    


    
      	
               
      

            	
              (c)

            	
              is
      a swap, futures or derivatives contract of any nature or involves payment
      by it of amounts determined by reference to fluctuations in an index of
      retail prices or shares, or any other index, or any prices of securities,
      commodities or any other things, or any other benchmark of any nature or
      in the rate of exchange for any
currency;

            


    

    


    
      	
               
      

            	
              (d)

            	
              involves,
      or is likely to involve, the purchase or supply of goods or services the
      aggregate purchase or sales value of which will represent in excess of 10%
      of its turnover for the preceding financial
  year;

            


    

    


    
      	
               
      

            	
              (e)

            	
              restricts
      Exceed’s or SPAC’s freedom to operate any business or use its assets in
      any part of the world as it considers
  appropriate;

            


    

    


    
      	
               
      

            	
              (f)

            	
              is
      prohibited, void, illegal or unenforceable, or has any consequences
      (including the application of disclosure, registration or notification
      requirements), under any laws or requirements of any jurisdiction relating
      to competition, anti-trust, fair trading and similar
    matters.

            


    


    
      
         


      

      
        75

        
          

        

      

      
         


      

    

    


    
      
        	
                17.

              	
                NON ARM'S LENGTH
      TRANSACTIONS

              


      

    

    


    Except as
Disclosed and as otherwise disclosed in the publicly available information and
records of SPAC filed with the SEC (including annual reports, statutory filings
and registrations), neither Exceed nor SPAC is a party to, nor have its profits
or financial position during the three (3) years prior to the date of this
Agreement been affected by, any Contract, transaction or arrangement which is
not entered into in the ordinary course of business and of an entirely arm's
length nature.

    


    
      
        	
                18.

              	
                NO
      DEFAULT

              


      

    

    


    Neither
Exceed nor SPAC is in default under any agreement, instrument or obligation
binding on it.  To the knowledge of Windrace and Mr. Lin, no threat or
claim of default, under any agreement, instrument or arrangement to which Exceed
or SPAC is a party has been made and there is no circumstance whereby any such
agreement, instrument or arrangement is invalid or may be prematurely
terminated, rescinded, repudiated or disclaimed by any other party and no notice
has been received of any such party's intention, and no such party has sought,
to terminate, rescind, repudiate or disclaim any such agreement, instrument or
arrangement.

    


    
      
        	
                19.

              	
                EFFECT OF THIS
      AGREEMENT

              


      

    

    


    Except as
Disclosed, the execution of, or compliance with the terms of, this Agreement
does not and will not:

    


    
      	
               
      

            	
              (a)

            	
              conflict
      with, or result in the breach of, or constitute a default under, any of
      the terms, conditions or provisions of any agreement or instrument to
      which Exceed or SPAC is a party, or any provision of its Constituent
      Documents or any Encumbrance, lease, Contract, order, judgment, award,
      injunction, Regulation or other restriction or obligation of any kind or
      character by which or to which any asset of Exceed or SPAC is bound or
      subject;

            


    

    


    
      	
               
      

            	
              (b)

            	
              relieve
      any person from any obligation to either Exceed or SPAC (whether
      contractual or otherwise), or enable any person to determine any
      obligation, or any right or benefit enjoyed by Exceed or SPAC, or to
      exercise any right, whether under an agreement with, or otherwise in
      respect of, Exceed or SPAC;

            


    

    


    
      	
               
      

            	
              (c)

            	
              result
      in the creation, imposition, crystallization or enforcement of any
      Encumbrance whatsoever on any of the assets of Exceed or SPAC;
      or

            


    


    
      
         


      

      
        76

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              result
      in any present or future indebtedness or other facilities of Exceed or
      SPAC becoming due, or capable of being declared due and payable, prior to
      its stated maturity.

            


    

    


    
      
        	
                20.

              	
                NO RELATED PARTY
      CONTRACTS

              


      

    

    


    Except as
Disclosed, there is not now outstanding, and there has not at any time during
the three (3) years prior to the date of this Agreement been outstanding, any
contract or arrangement to which Exceed or SPAC is a party and in
which:

    


    
      	
               
      

            	
              (a)

            	
              any
      other Person who is a shareholder or the beneficial owner of any interest
      in Exceed or SPAC; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      director or employee of Exceed or
SPAC;

            


    

    


    is or has
been interested, whether directly or indirectly.

    


    
      
        	
                21.

              	
                NO
      LITIGATION

              


      

    

    


    Neither
Exceed, SPAC nor any person for whose acts or defaults it may be vicariously
liable is involved in any litigation, arbitration, administrative or criminal or
other proceedings, whether as plaintiff, defendant or otherwise; there are no
such proceedings pending or, to the knowledge of Exceed and SPAC, threatened,
either by or against Exceed or SPAC; and there is no order or penalty against
Exceed or SPAC; and, to the knowledge of Exceed or SPAC, there is no fact or
circumstance which is likely to give rise to any such proceedings involving
Exceed or SPAC.

    


    
      
        	
                22.

              	
                INSOLVENCY

              


      

    

    


    
      	
               
      

            	
              No
      order has been made or petition presented or resolution passed for the
      dissolution of Exceed or SPAC, nor has any distress, execution or other
      process been levied against Exceed or SPAC or action taken to repossess
      goods in the possession of Exceed or SPAC.  Exceed or SPAC has
      not made or proposed any arrangement or composition with its creditors or
      any class of its creditors.

            


    

    


    
      
        	
                23.

              	
                NO UNDISCLOSED
      MATERIAL LIABILITIES

              


      

    

    


    
      	
               
      

            	
              To
      the knowledge of Windrace and Mr. Lin, Exceed or SPAC has no material
      liabilities, whether absolute, accrued, contingent or otherwise, other
      than those reflected in the publicly available information and records of
      Exceed or SPAC.

            


    

    



    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    SCHEDULE
5

    


    INVESTORS’
WARRANTIES

    2.

    3.

    4.           1.           AUTHORITY AND
POWER

    


    
      	
              1.1

            	
              Authority: Each of the
      Investors is a duly incorporated company and validly existing under the
      laws of its place of incorporation; and has full power and authority to
      enter into this Agreement and to perform its obligations
      hereunder.  Each of the Investors have been authorised to
      validly and duly execute and deliver, and to exercise and perform each of
      their respective rights and obligations under this
      Agreement.  This Agreement has been duly executed and delivered
      by each of the Investors and constitutes the valid and binding obligation
      of each of the Investors, enforceable against the Investors in accordance
      with its terms.

            


    

    


    
      	
              1.2

            	
              Power: Each of the
      Investors has all the power under its Constituent Documents to permit its
      entry into this Agreement and this Agreement (and its performance) has
      been duly authorised (such authorisation remaining in full force and
      effect) and executed by, and constitutes valid and legally binding
      obligations of, each of the
Investors.

            


    


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


    SCHEDULE
6

    


    WINDRACE ACTIVITIES PENDING
CLOSING

    


    
      	
              1.

            	
              Save
      with the prior written consent of the Investors (which shall not be
      unreasonably withheld), or as expressly provided in this Agreement or
      actions necessary or desirable to effect the Elevatech Letter Agreement
      and the SPA, Windrace will not, and Mr. Lin shall procure that each
      Windrace Group Company will not, pending
  Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              issue
      or agree to issue any of its share, interest or loan capital or grant or
      agree to grant, redeem or amend the terms of any option over or right to
      acquire any of its share or loan
capital;

            


    

    


    
      	
               
      

            	
              (b)

            	
              save
      for the Redemption, purchase or redeem any shares in its share capital or
      make any repurchases or reduction of its share capital or provide
      financial assistance for any such
purchase;

            


    

    


    
      	
               
      

            	
              (c)

            	
              borrow
      or otherwise raise money or incur or discharge any liabilities or
      indebtedness or create any security except in the ordinary course of
      business or any borrowing to refinance shareholders’
  loan;

            


    

    


    
      	
               
      

            	
              (d)

            	
              resolve
      to alter the provisions of its memorandum or articles of association or
      constitutive documents or adopt or pass any Regulations or resolutions
      inconsistent therewith except as required by applicable
      Regulations;

            


    

    


    
      	
               
      

            	
              (e)

            	
              enter
      into any onerous, unusual or material contract or arrangement with a
      value, or incurring liability or potential liability, in excess of
      RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (f)

            	
              terminate
      any of the material agreement or arrangement with a value, or incurring
      liability or potential liability, in excess of  RMB10,000,000 to
      which it is a party;

            


    

    


    
      	
               
      

            	
              (g)

            	
              enter
      into any material capital commitment or undertake or incur any material
      contingent liability with a value in excess of
    RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (h)

            	
              make
      any substantial change (including, but not limited to, any change by way
      of incorporation, acquisition or disposal of subsidiary(ies) or
      business(es)) in the nature, extent or terms of organisation of its
      business, or carry on any business other than its existing
      business;

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      any material respect depart from the ordinary course of its day to day
      business;

            


    


    
      
         


      

      
        79

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (j)

            	
              create
      or permit to be arisen any lien, charge, pledge, mortgage, encumbrance or
      other security interest on or in respect of any of its undertaking,
      properties or assets (except in the ordinary course of
      business);

            


    

    


    
      	
               
      

            	
              (k)

            	
              declare,
      pay or make any dividends or other capital distributions or repay or
      prepay any loans or advances by its shareholder(s) or its
      associates;

            


    

    


    
      	
               
      

            	
              (l)

            	
              appoint
      any directors or auditors;

            


    

    


    
      	
               
      

            	
              (m)

            	
              acquire,
      sell, transfer, lease, sub-lease, license, sub-license, assign, grant any
      option over or otherwise dispose of, or purchase, take on lease or licence
      or assume possession of, any interests in land, or agree to do any of the
      foregoing with costs exceeding RMB10,000,000 or with a term of more than
      three (3) years;

            


    

    


    
      	
               
      

            	
              (n)

            	
              acquire
      or agree to acquire or dispose or agree to dispose of any part of the
      material asset or stock with a value or consideration exceeding
      RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (o)

            	
              enter
      into, alter or agree to alter the terms of, any borrowing, factoring or
      other financing or lending arrangement, facility letter, undertaking,
      guarantee, indemnity, comfort letter or commitment of any kind whatsoever
      (except for any renewal or amendment of any such arrangement, letter,
      undertaking, guarantee, indemnity or commitment from any other external
      lender upon the expiry of previous ones in the ordinary course of business
      which (a) do not involve any increase in the principal amount of the
      relevant facility; (b) are at normal market rates and on normal commercial
      terms or better; and (c) do not exceed RMB80,000,000, in aggregate for all
      Windrace Group Companies);

            


    

    


    
      	
               
      

            	
              (p)

            	
              make
      any advances or other credits to any person or give any guarantee or
      indemnity or act as surety, or otherwise accept any direct or indirect
      liability, for the liabilities or obligations of any person other than a
      Windrace Group Company;

            


    

    


    
      	
               
      

            	
              (q)

            	
              alter
      or agree to alter, terminate or agree to terminate or waive any right
      under, any agreement to which it is a party and which has or is likely to
      have a material adverse effect on the Windrace Group taken as a whole, or
      enter into any unusual or abnormal material commitment except in the
      ordinary course of business and for full
  consideration;

            


    

    


    
      	
               
      

            	
              (r)

            	
              commence,
      compromise, settle, release, discharge or compound any civil, criminal,
      arbitration or other proceedings or any liability, claim, action, demand
      or dispute or waive any right in relation to any of the
      foregoing;

            


    


    
      
         


      

      
        80

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (s)

            	
              terminate
      or allow to lapse any insurance policy except in the ordinary course of
      business or in connection with the transactions contemplated under this
      Agreement, or (other than the transactions contemplated under this
      Agreement) do anything to render any insurance policy void or voidable,
      provided that it will not materially adversely affect Windrace Group
      Company’s business taken as a
whole;

            


    

    


    
      	
               
      

            	
              (t)

            	
              dispose
      of the ownership, possession, custody or control of any corporate or other
      books or records which are required under any Regulation to be kept or
      which should be kept on a prudent
basis;

            


    

    


    
      	
               
      

            	
              (u)

            	
              grant
      any power of attorney or otherwise authorise any other person to do any of
      the above;

            


    

    


    
      	
               
      

            	
              (v)

            	
              enter
      into any partnership or joint venture arrangement otherwise than for
      normal business development;

            


    

    


    
      	
               
      

            	
              (w)

            	
              establish
      or open or close any branch or office which is material to the business of
      the Windrace Group taken as a whole;
or

            


    

    


    
      	
               
      

            	
              (x)

            	
              do
      or omit to do any act or thing which would have a material adverse effect
      on its trading or financial position or prospects on the Windrace Group
      taken as a whole.

            


    

    


    
      	
              2.

            	
              Mr.
      Lin shall procure that, each Windrace Group Company, will, pending Closing
      fulfil their obligations under Clauses 5.1, 5.2 and
  5.3.

            


    


    
      
         


      

      
        81

        
          

        

      

      
         


      

    


    SCHEDULE
7

    


    SPAC ACTIVITIES PENDING
CLOSING

    


    
      	
              1.

            	
              Save
      with the prior written consent of the Investors (which shall not be
      unreasonably withheld) or as expressly provided in this Agreement or
      except as determined by SPAC to be necessary or desirable to secure the
      SPAC stockholder approval as described in the SPA or as otherwise in the
      opinion of SPAC to be necessary or desirable to effectuate the
      transactions contemplated under this Agreement and the SPA, Windrace and
      Mr. Lin shall procure that each of SPAC and Exceed will not, pending
      Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              issue
      or agree to issue any of its share, interest or loan capital or grant or
      agree to grant, redeem or amend the terms of any option over or right to
      acquire any of its share or loan
capital;

            


    

    


    
      	
               
      

            	
              (b)

            	
              purchase
      or redeem any shares in its share capital or make any repurchases or
      reduction of its share capital or provide financial assistance for any
      such purchase other than for the purpose of securing stockholders’
      approval of the SPA as contemplated
thereunder;

            


    

    


    
      	
               
      

            	
              (c)

            	
              acquire
      by merging or consolidating with, or by purchasing assets of, or by any
      other manner, any business or any corporation, partnership, association or
      other business organization or division thereof, or acquire any equity
      securities of any corporation, partnership, association or business
      organization (or enter into letters of intent, memorandum of
      understanding, contracts or agreements with respect to the foregoing);
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              engage
      in discussions or negotiations or enter into letters of intent, memorandum
      of understanding, contracts, agreements, arrangements or transactions of
      any nature with any third party involving a payment by SPAC or Exceed with
      monies in the trust account, except for disbursements permitted under the
      SPA.

            


    


    
      
         


      

      
        82

        
          

        

      

      
         


      

    


    SCHEDULE
8

    


    ESCROW
AGREEMENT

     

    
      
        

        

      

      DATED                     2009

      


      WINDRACE
INTERNATIONAL COMPANY LIMITED

      


      and

      


      WISETECH
HOLDINGS LIMITED

      


      and

      


      WINDTECH
HOLDINGS LIMITED

      


      and

      


      DEACONS

      


      
        
          

        



      ESCROW
AGREEMENT

      


      
        
 


      Deacons

      Solicitors
& Notaries

      5th
Floor

      Alexandra
House

      18 Chater
Road

      Central

      Hong
Kong

      www.deaconslaw.com

      Fax :
28100431

      Tel :
28259211

       

      
        

        

      

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

    


    ESCROW
AGREEMENT

    


    DATED

    


    PARTIES

    


    
      	
              (1)

            	
              WINDRACE
      INTERNATIONAL COMPANY LIMITED, a company incorporated under the
      laws of the Cayman Islands with limited liability, the registered office
      of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,
      KY1-1111, Cayman Islands (“Windrace”);

            


    

    


    
      	
              (2)

            	
              WISETECH
      HOLDNGS LIMITED, a company
      incorporated in the BVI, whose registered office is at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, BVI ("Wisetech");

            


    

    


    
      	
              (3)

            	
              WINDTECH
      HOLDINGS LIMITED, a company incorporated in the BVI, whose
      registered office is at P.O. Box 957, Offshore Incorporations Centre, Road
      Town, Tortola, BVI ("Windtech");
      and

            


    

    


    
      	
               
      

            	
              (Wisetech
      and Windtech collectively are referred to as the “Investors”)

            


    

    


    
      	
              (4)

            	
              DEACONS
      of 5th
      Floor, Alexandra House, 18 Chater Road, Central, Hong Kong (the "Escrow
      Agent").

            


    

    


    (collectively, the “Parties” and each a “Party”).

    


    RECITALS

    


    
      	
              (A)

            	
              The
      Parties (other than the Escrow Agent) and Mr. Shuipan Lin have entered
      into an agreement in relation to an investment in Windrace of even date
      (the “Investment
      Agreement”).

            


    

    


    
      	
              (B)

            	
              Pursuant
      to clauses 4.2 and 4.3 of the Investment Agreement, the Investors will
      deposit or cause to be deposited an aggregate sum of money not exceeding
      US$30,000,000 (the “Escrow Moneys”) into an
      escrow account in Hong Kong to be held by the Escrow
      Agent.  Reference to Escrow Moneys herein shall include any
      interest earned thereon.

            


    

    


    
      	
              (C)

            	
              The
      Parties have agreed that the Escrow Moneys shall be held in escrow on and
      subject to the terms of this Agreement, provided, however, that nothing
      herein shall amend or modify any of the binding provisions of the
      Investment Agreement, and further provided that the provisions of the
      Investment Agreement setting forth the conditions for the release of such
      Escrow Moneys shall remain in full force and
  effect.

            


    

    


    
      	
              (D)

            	
              The
      foregoing recitals constitute the premises upon which this Agreement is
      based and the reason for its execution and the said recitals are intended
      to be legally binding and shall be construed as an integral part of this
      Agreement.

            


    


    
      
         


      

      
        84

        
          

        

      

      
         


      

    

    


    PROVISIONS

    


    
      	
              1.1

            	
              ESCROW
      MONEYS

            


    

    


    
      	
               
      

            	
              The
      Escrow Agent shall accept any Escrow Moneys deposited with it or caused to
      be deposited with it by the Investors from time to time and shall credit
      the same to its client account maintained with a major licensed bank in
      Hong Kong, subject to the terms of this Agreement.  Such Escrow
      Moneys shall be kept on such bank's overnight time deposit, subject to (a)
      any written instructions given jointly by Windrace and the Investors to
      hold on deposit for a different duration and (b) any payments made
      hereunder. The Investors shall, promptly after depositing or having caused
      to be deposited such Escrow Moneys, send a written notice by facsimile to
      the Escrow Agent informing it of such deposit and the amount
      thereof.

            


    

    


    
      	
               
      

            	
              The
      Escrow Agent shall only be authorised to release all or any part of the
      Escrow Moneys upon receipt of and in accordance with the joint written
      instructions from Windrace and the Investors (the "Joint Instruction(s)")
      from time to time, substantially in the form set out in the Appendix
      attached hereto, or in accordance with Clause 9.2.  The Escrow
      Agent is hereby irrevocably and unconditionally authorised to act in
      accordance with the Joint Instruction(s) and (upon examination of such
      Joint Instruction(s) in accordance with Clause 5.1) pay the Escrow Moneys
      (excluding any amount the Escrow Agent has or is entitled to set off under
      Clause 9.2), or any relevant part(s) thereof, as soon as reasonably
      practicable in accordance with such Joint Instruction(s).  The
      Escrow Agent shall comply with Joint Instruction(s) given to the Escrow
      Agent and shall not be concerned with any disagreement between Windrace
      and the Investors or any other parties (whether in relation to the
      Investment Agreement or otherwise) after the delivery of Joint
      Instruction(s) to the Escrow Agent, unless subsequent Joint Instruction(s)
      directing the Escrow Agent otherwise are given to and received by the
      Escrow Agent before the relevant Joint Instruction(s) have been
      implemented by the Escrow Agent.  The Escrow Agent does not
      assume any duty or obligation of any kind in relation to, and shall not be
      liable in any way for, any remittance or other risks, or in ensuring the
      implementation of the Joint Instruction(s) by banks or other financial
      institutions holding the Escrow Moneys, and the sole obligation of the
      Escrow Agent is to give instructions to such banks or financial
      institutions in accordance with the Joint
  Instruction(s).

            


    

    


    
      	
               
      

            	
              Any
      payment of all or any part(s) of the Escrow Moneys in accordance with
      Clause 1.2 shall represent a full and final discharge of the obligations
      of the Escrow Agent and following such release, the Escrow Agent shall
      have no liability whatsoever to Windrace and the Investors or any of them
      or any other party whatsoever.

            


    

    


    
      	
               
      

            	
              For
      the avoidance of doubt, the Escrow Agent shall not be required to
      interpret any provisions of the Investment
  Agreement.

            


    

    


    
      	
              2.1

            	
              ESCROW
      AGENT’S DUTIES AND
LIABILITIES

            


    


    
      	
              2.1

            	
              The
      Escrow Agent shall have only those duties, obligations and
      responsibilities clearly and expressly set out in this Agreement and no
      duties, obligations or responsibilities whatsoever shall be inferred or
      implied against the Escrow Agent. It is understood that the Escrow Agent’s
      only duties and responsibilities shall be to accept the Escrow Moneys
      deposited with it in accordance with this Agreement, to hold and release
      the Escrow Moneys in accordance with this
  Agreement.

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              The
      duties of the Escrow Agent under this Agreement are purely ministerial,
      administrative and non-discretionary in nature. Neither the Escrow Agent
      nor any of its partners, officers, employees, or agents shall, by reason
      of any matter or thing contained in this Agreement, be deemed to be a
      trustee for or have any fiduciary relationship with any of the other
      Parties or any other person. Where the Escrow Agent has acted in
      accordance with this Agreement it shall be deemed to have acted in
      accordance with the written instructions of Windrace and the
      Investors.

            


    

    


    
      	
              2.3

            	
              The
      Escrow Agent shall not be precluded (and neither shall any partner,
      officer, employee or agent of the Escrow Agent or any company or person in
      any other way associated with the Escrow Agent be precluded) from entering
      into or being otherwise interested in any commercial, financial or
      business contacts or in any other transactions or arrangements whatsoever
      with any of the other Parties or any of their affiliates or associated
      companies.

            


    

    


    
      	
              2.4

            	
              The
      Escrow Agent shall not be bound or affected in any way by any agreement or
      contract between any or all of the other Parties and the Escrow Agent
      shall not be deemed to have knowledge of any provision of those documents
      unless the substance of such provision is explicitly set forth in this
      Agreement. The Escrow Agent shall not in any way be required to determine
      whether or not the terms and conditions of any other agreement or contract
      between Windrace and the Investors have been complied with. Further, the
      Escrow Agent shall not be affected with knowledge or notice of any fact or
      circumstance not specifically set forth in this
  Agreement.

            


    

    


    
      	
              2.5

            	
              The
      Escrow Agent may rely upon and shall not be liable for acting or
      refraining from acting upon any order, judgment, certification, demand,
      written notice, instruction or request furnished to it under this
      Agreement without being required to determine the authenticity or the
      correctness of any fact stated in such document or the propriety or
      validity of the service of such document. The Escrow Agent may act in
      conclusive reliance upon any instrument or signature believed by it to be
      genuine and may assume that any person purporting to give instructions
      (including but not limited to the Joint Instruction(s)) receipt or advice,
      make any statement, or execute any document in connection with the
      provisions of this Agreement has been duly authorised to do so. The Escrow
      Agent shall be under no duty to inquire into or investigate the validity,
      accuracy or content of any such
document.

            


    

    


    
      	
              2.6

            	
              The
      Escrow Agent shall not be liable or accountable for any loss or damage
      whatsoever to any person caused by any action taken or omitted by the
      Escrow Agent except to the extent that a court of competent jurisdiction
      determines that the Escrow Agent’s gross negligence or wilful misconduct
      was the primary and direct cause of any such loss. This Clause shall
      survive the resignation or removal of the Escrow
  Agent.

            


    


    
      	
              2.7

            	
              The
      Escrow Agent may execute any of its powers and perform any of its duties
      under this Agreement directly or through agents or attorneys and shall not
      be liable for any acts or omissions of such agents or attorneys and may
      consult with counsel, accountants and other skilled persons to be selected
      and retained by it. The Escrow Agent shall not be liable for anything
      done, suffered or omitted by it in accordance with the advice or opinion
      of any such counsel, accountants or other skilled
  persons.

            


    

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    
      	
              2.8

            	
              Notwithstanding
      any provision in this Agreement to the contrary, in no event shall the
      Escrow Agent be liable for special, indirect, punitive or consequential
      loss or damage of any kind whatsoever (including but not limited to lost
      profits), whether or not foreseeable, even if the Escrow Agent is aware of
      or has been advised of the likelihood of such loss or damage and
      regardless of whether the claim for loss or damage is made in negligence,
      for breach of contract, breach of trust, breach of fiduciary obligation or
      otherwise.  This Clause shall survive the resignation or removal
      of the Escrow Agent.

            


    

    


    
      	
              2.9

            	
              The
      Escrow Agent may take and instruct any delegate to take any action which
      it in its sole discretion considers appropriate so as to comply with any
      applicable law, regulation, request of a public or regulatory authority
      which relates to the prevention of fraud, money laundering, terrorism or
      other criminal activities or the provision of financial and other services
      to sanctioned persons or entities. In certain circumstances, such action
      may delay or prevent the processing of any instructions or the Escrow
      Agent's performance of its obligations under this Agreement. Neither the
      Escrow Agent nor any delegate will be liable for any loss (whether direct
      or consequential and including, without limitation, loss of profit or
      interest) caused in whole or in part by any actions which are taken by the
      Escrow Agent or any delegate pursuant to this
  Clause.

            


    

    


    
      	
              2.10

            	
              Each
      of Windrace and the Investors hereby unconditionally and irrevocably
      covenants and undertakes on a 50:50 basis to keep the Escrow Agent and all
      of its partners, officers, employees and agents (each an “indemnified party”)
      indemnified in full at all times against all losses, liabilities, actions,
      proceedings, claims, demands, damages, costs, expenses, taxes and
      disbursements (the “Losses”) which may be
      incurred, suffered or brought against such indemnified party including the
      fees and disbursements under this Agreement, as a result of or in
      connection with directly or indirectly their appointment or involvement
      under this Agreement or the exercise of any of their powers or duties
      under this Agreement or any acts taken by such indemnified party in
      accordance with the terms of this Agreement or any acts taken by such
      indemnified party in accordance with its usual practice. The Escrow Agent
      shall not be obligated to take any action including any legal or other
      proceedings hereunder which might, in its sole judgement, involve any
      expense or liability of any kind unless it shall have been furnished with
      a full indemnity therefor which is satisfactory to the Escrow Agent in
      it’s sole opinion.  The Parties acknowledge that the foregoing
      indemnities shall survive the resignation or removal of the Escrow
      Agent.

            


    

    


    
      	
              2.11

            	
              Notwithstanding
      anything to the contrary in this Agreement, the Escrow Agent shall not in
      any event be liable for any failure or delay in the performance of its
      obligations under this Agreement if it is prevented from so performing its
      obligations by any existing or future law, order or regulation of a
      governmental, supranational or regulatory body, regulation of the banking
      or securities industry, any existing or future act of governmental
      authority, Act of God, flood, war (whether declared or undeclared),
      terrorism, riot, rebellion, civil commotion, strike, lockout, other
      industrial action, general failure of electricity or other supply,
      aircraft collision, technical failure, accidental or mechanical or
      electrical breakdown, computer failure or failure of any telecommunication
      or money transmission system or any reason which is beyond the control of
      the Escrow Agent.

            


    


    
      
         


      

      
        87

        
          

        

      

      
         


      

    

    


    
      	
              3.1

            	
              FEES
      AND EXPENSES

            


    

    


    
      	
              3.1

            	
              (a)

            	
              As
      compensation for its services to be rendered under this Agreement, each of
      Windrace and the Investors undertakes to pay the Escrow Agent the sum of
      HK$50,000 per annum (or a pro rata portion thereof on the basis of a 360
      days year) on a 50:50 basis.  The fee payable to the Escrow
      Agent shall be paid on a bi-annual basis on 30 June and 31 December each
      year (or if that day is not a business day for licensed banks in Hong
      Kong, such payment shall be made on the business day immediately preceding
      that day).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      of Windrace and the Investors also undertakes to reimburse the Escrow
      Agent for all reasonable expenses, disbursements and advances (such as
      bank charges for implementing any Joint Instruction(s)), if any, incurred
      or made by it in connection with the carrying out of its duties under this
      Agreement on a 50:50 basis.  Where a claim is asserted or made
      against the Investors collectively, the amount of liability of each of
      Wisetech and Windtech shall be several (and not joint or joint and
      several) and be on a 40:60 basis.

            


    

    


    
      	
               
      

            	
              (c)

            	
              This
      Clause shall survive the resignation or removal of the Escrow
      Agent.

            


    

    


    
      	
              4.1

            	
              CHANGE
      OF ESCROW AGENT

            


    

    


    
      	
              4.1

            	
              The
      Escrow Agent may at any time resign by giving not less than 30 days' prior
      notice in writing to Windrace and the
Investors.

            


    

    


    
      	
              4.2

            	
              Windrace
      and the Investors may at any time jointly remove the Escrow Agent by
      giving not less than 30 days' prior notice in writing to the Escrow
      Agent.

            


    

    


    
      	
              4.3

            	
              Forthwith
      upon receiving a notice of resignation or giving a notice of removal,
      Windrace and the Investors shall appoint a successor escrow agent to hold
      the Escrow Moneys.

            


    

    


    
      	
              4.4

            	
              If,
      on or before the date of expiry of a notice of resignation or removal, the
      Escrow Agent receives written notice (an "Appointment Notice")
      from Windrace and the Investors of the name and address of a successor
      escrow agent together with Joint Instruction(s) from Windrace and the
      Investors, substantially in the form set out in the Appendix
      attached hereto, a direction to pay the Escrow Moneys to the successor
      escrow agent, the Escrow Agent shall make such payment as soon as is
      reasonably practicable but (as they hereby acknowledge) at the risk of
      Windrace and the Investors.

            


    


    
      	
              4.5

            	
              Failing
      receipt of an Appointment Notice on or before the date of expiry of a
      notice of resignation or removal, the resignation or removal of the Escrow
      Agent shall take effect and the Escrow Agent shall have no further duties
      or obligations under this Agreement save that if Windrace and the
      Investors shall not have appointed a successor escrow agent by the date
      such resignation or removal shall become effective, the Escrow Agent
      hereby agrees to continue to hold the Escrow Moneys for the same fees and
      expenses set out in Clause 3.1 and payable by Windrace and the Investors
      to the joint order of each of Windrace and the Investors until a successor
      escrow agent is appointed on the understanding that the Escrow Agent shall
      hold such moneys as bare custodian and shall have no further duties or
      obligations under this Agreement.  In such a case, the Escrow
      Agent shall only release the Escrow Moneys, and any interest accrued
      thereon, on receipt of Joint Instruction(s) from Windrace and the
      Investors, substantially in the form set out in the Appendix
      attached hereto.

            


    


    
      
         


      

      
        88

        
          

        

      

      
         


      

    

    


    
      	
              5.1

            	
              INSTRUCTIONS
      AND COMMUNICATIONS

            


    

    
      


    

    
      	
              5.1

            	
              Each
      of Windrace and the Investors shall deliver to the Escrow Agent a list of
      authorised signatories, as set out in Schedule
      1, with respect to any notice, certificate, instrument, demand,
      request, direction, instruction, waiver, receipt, consent or other
      document or communication required or permitted to be furnished to the
      Escrow Agent under this Agreement, and the Escrow Agent shall be entitled
      to rely on such list with respect to any Party until a new list is
      furnished by such Party to and acknowledged by the Escrow Agent. The
      Escrow Agent shall verify the signatures on the relevant Joint
      Instruction(s) against the signature specimens contained in Schedule
      1 or in such new list.

            


    

    
      


    

    
      	
              5.2

            	
              When
      the Escrow Agent acts on any information, instructions, communications,
      (including, but not limited to, communications with respect to the
      delivery of securities or the wire transfer of funds) sent by facsimile,
      email or other form of electronic or data transmission, the Escrow Agent
      shall not be responsible or liable in the event such communication is not
      an authorized or authentic communication of Windrace or the Investors (as
      the case may be) or is not in the form Windrace or the Investors (as the
      case may be) sent or intended to send (whether due to fraud, distortion or
      otherwise).  Windrace and the Investors shall indemnify the
      Escrow Agent against any loss, liability, claim or expense (including
      legal fees and expenses) it may incur with its acting in accordance with
      any such communication on a 50:50
basis.

            


    

    


    
      	
              6.1

            	
              CONFLICTS
      AND DISPUTES

            


    

    
      


    

    
      	
              6.1

            	
              In
      the event of any inconsistency or conflict between the provisions of this
      Agreement and any other agreement or contract among Windrace and the
      Investors, this Agreement shall, as among the Escrow Agent, Windrace and
      the Investors, prevail.

            


    

    
      


    

    
      	
              6.2

            	
              In
      the event of any ambiguity or uncertainty under this Agreement or in any
      notice, instruction or other communication received by the Escrow Agent
      under this Agreement, the Escrow Agent may, in its sole discretion,
      refrain from taking any action other than to retain possession of all
      property held in escrow, unless the Escrow Agent receives written
      instructions, signed by Windrace and the Investors, which eliminates such
      ambiguity or uncertainty.

            


    

    
      


    

    
      	
              6.3

            	
              In
      the event of any dispute or conflicting claims between Windrace and the
      Investors and any other person or entity with respect to any property held
      in escrow, the Escrow Agent shall be entitled, in its sole discretion, to
      refuse to comply with any and all claims, demands or instructions with
      respect to such property held in escrow so long as such dispute or
      conflict shall continue, and the Escrow Agent shall not be or become
      liable in any way to Windrace and the Investors or any other person or
      entity for failure or refusal to comply with such disputed or conflicting
      claims, demands or instructions.  The Escrow Agent shall be
      entitled to refuse to act until, in its sole discretion, either (i) such
      conflicting or disputed claims or demands shall have been determined by a
      final order, judgment or decree of a court of competent jurisdiction,
      which order, judgment or decree is not subject to appeal, or settled by
      agreement between the conflicting parties as evidenced in writing that is
      satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have
      received security or indemnity satisfactory to it sufficient to hold it
      harmless from and against any and all losses which it may incur by reason
      of so acting. Any court order, judgment or decree shall be accompanied by
      a legal opinion by counsel for the presenting party, satisfactory to the
      Escrow Agent, to the effect that said order, judgment or decree represents
      a final adjudication of the rights of the Parties by a court of competent
      jurisdiction, and that the time for appeal from such order, judgment or
      decree has expired without an appeal having been filed with such court.
      The Escrow Agent shall act on such court order and legal opinions without
      further question. The Escrow Agent may, in addition, elect, in its sole
      discretion, to commence an interpleader action or seek other judicial
      relief or orders as it may deem, in its sole discretion, necessary. The
      costs and expenses (including reasonable attorneys’ fees and expenses)
      incurred in connection with such proceeding shall be paid by Windrace and
      the Investors on a 50:50 basis.

            


    

     

    
      
         


      

      
        89

        
          

        

      

      
         


      

    


    
      	
              7.1

            	
              NOTICES

            


    

    


    
      	
              7.1

            	
              Any
      notice or other communication under or in connection with this Agreement
      shall be in writing and shall be left at or sent by pre-paid registered
      post (if posted from and to an address in Hong Kong), pre-paid registered
      airmail (if posted from or to an address outside Hong Kong) or facsimile
      transmission to the Party due to receive the notice or communication at
      its respective address or facsimile number set out below or to such other
      address and/or number(s) as may have been last specified by such Party by
      written notice to each of the other Parties
  hereto.

            


    

     

    
      
        
          
            
              	
                      To
      Windrace:

                    	 
      
	 
      	 
      
	
                      Address:

                    	
                      Xidelong
      Industrial Zone, Jinjiang, Fujian, the PRC

                    
	 
      	 
      
	
                      Attention:

                    	
                      Shuipan
      Lin

                    
	 
      	 
      
	
                      Telephone:

                    	
                      86-595-8285-8888

                    
	 
      	 
      
	
                      Facsimile:

                    	
                      85-595-8206-9999

                    
	 
      	 
      
	
                      To
      the Investors:

                    	
                      Wishtech
      and Windtech

                    
	 
      	
                      c/o
      New Horizon Capital

                    
	 
      	 
      
	
                      Address:

                    	
                      12th
      Floor, Jinbao Building, 89 Jinbao Street, Beijing China
    100005

                    
	 
      	 
      
	
                      Attention:

                    	
                      Jianming
      Yu and Huang Jian

                    
	 
      	 
      
	
                      Telephone:

                    	
                      86-10-85221230

                    
	 
      	 
      
	
                      Facsimile:

                    	
                      86-10-85221231

                    
	 
      	
                      with
      a copy to

                    


            

          

        

      

    

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 
      	
                    Deacons

                  
	 
      	
                    Attn:
      Ms. Eugina Chan / Miss Rosita Chu

                  
	 
      	
                    

                      5th
      Floor, Alexandra House,

                    

                  
	 
      	
                    18
      Chater Road

                  
	 
      	
                    Central,
      Hong Kong

                  
	 
      	
                    Telephone:
      (852) 2825 9211

                  
	 
      	
                    Facsimile:
      (852) 2810 0431

                  
	 
      	
                    Matter
      number: 156645

                  
	 
      	 
      
	
                    To
      Deacons:

                  	 
      
	 
      	 
      
	
                    Address:

                  	
                    

                      5th
      Floor, Alexandra House,

                    

                  
	 
      	
                    18
      Chater Road

                  
	 
      	
                    Central,
      Hong Kong

                  
	 
      	 
      
	
                    Attention:

                  	
                    Ms.
      Eugina Chan / Miss Rosita Chu

                  
	 
      	 
      
	
                    Telephone:

                  	
                    (852)
      2825 9211

                  
	 
      	 
      
	
                    Facsimile:

                  	
                    (852)
      2810 0431

                  
	 
      	 
      
	
                    Matter
      No:

                  	
                    156645

                  


          

        

      

    


    
      	
              7.2

            	
              In
      the absence of evidence of earlier receipt, a notice or other
      communication is deemed given:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered personally, when left at the address referred to in Clause
      7.1;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      sent by mail except air mail, two (2) days after posting;
    and

            


    

    1.1

    
      	
               
      

            	
              (c)

            	
              if
      sent by air mail, six (6) days after
posting;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      sent by fax, on completion of its
transmission.

            


    

    


    In
proving the giving of a notice by mail it shall be sufficient to prove that the
envelope containing such notice was properly addressed and posted.

    


    
      	
              8.1

            	
              WARRANTY

            


    

    


    
      	
              8.1

            	
              Each
      of Windrace and the Investors represents, warrants and undertakes to each
      other and to the Escrow Agent that it has full right, power and authority,
      and has taken all necessary action, to validly and duly execute and
      deliver, and to exercise their rights and perform their obligations under
      this Agreement and all other documents (including all written instruction
      to be given by them to the Escrow Agent) relating to this Agreement, and
      this Agreement constitutes, and the documents which are to be executed by
      it when executed will constitute, legal, valid and binding agreements or
      obligations enforceable against it in accordance with their respective
      terms.

            


    

    


    
      	
              9.1

            	
              SET
      OFF

            


    

    


    
      	
              9.1

            	
              The
      Investors shall be reimbursed for all fees and expenses incurred (“Investors Fees”) as
      contemplated and in accordance with the terms and conditions of the
      Investment Agreement, subject to a maximum sum of
    US$50,000.

            


    

     

    
      
         


      

      
        91

        
          

        

      

      
         


      

    


    
      	
              9.2

            	
              Upon
      receipt by the Escrow Agent of a written instruction from the Investors,
      the Escrow Agent shall be entitled to (a) deduct from the Escrow Moneys
      any sum representing the Investors Fee as stipulated in such written
      instruction; and (b) pay to the Investors or any person(s) as they may in
      such written instruction direct such Investors Fee, up to a maximum sum of
      US$50,000.

            


    

    


    
      	
              10.1

            	
              COUNTERPARTS

            


    

    


    
      	
              10.1

            	
              This
      Agreement may be executed in one or more counterparts each of which shall
      be binding on each Party by whom or on whose behalf it is so executed, but
      which together shall constitute a single instrument.  For the
      avoidance of doubt, this Agreement shall not be binding on any Party
      hereto unless and until it shall have been executed by or on behalf of all
      persons expressed to be Party
hereto.

            


    

    


    
      	
              11.1

            	
              GENERAL

            


    

    


    
      	
              11.1

            	
              The
      terms and provisions of this Agreement constitute the entire agreement
      among the Parties in respect of the subject matter of this Agreement, and
      neither (i) Windrace and the Investors on the one hand nor (ii) the Escrow
      Agent on the other hand has relied on any representations or agreements of
      the other, except as specifically set forth in this
    Agreement.

            


    

    
      


    

    
      	
              11.2

            	
              This
      Agreement or any provisions of this Agreement may be amended, modified,
      waived or terminated only by written agreement duly signed by the Parties
      thereto.

            


    

    


    
      	
              11.3

            	
              This
      Agreement shall inure to the benefit of, and be binding upon, the Parties
      and their respective heirs, devisees, executors, administrators, personal
      representatives, successors, trustees, receivers and permitted assignees.
      This Agreement is for the sole and exclusive benefit of the Parties, and
      nothing in this Agreement, express or implied, is intended to confer or
      shall be construed as conferring upon any other person any rights,
      remedies or any other type or types of
benefits.

            


    

    
      


    

    
      	
              11.4

            	
              The
      rights and remedies conferred upon the Parties shall be cumulative, and
      the exercise or waiver of any such right or remedy shall not preclude or
      inhibit the exercise of any additional rights or remedies. The waiver of
      any right or remedy under this Agreement shall not preclude the subsequent
      exercise of such right or remedy.

            


    

    
      


    

    
      	
              11.5

            	
              If
      one or more of the provisions of this Agreement shall for any reason be
      held to be invalid, illegal or unenforceable in any respect under
      applicable law, such invalidity, illegality or unenforceability shall not
      affect any other provisions of this Agreement, and this Agreement shall be
      construed as if such invalid, illegal or unenforceable provision had never
      been contained in this Agreement, and the remaining provisions of this
      Agreement shall be given full force and
effect.

            


    

    
      


    

    
      	
              12.1

            	
              GOVERNING
      LAW AND JURISDICTION

            


    

    


    
      	
              12.1

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of Hong Kong and the Parties hereby irrevocably submit to the exclusive
      jurisdiction of the Hong Kong courts in respect of all disputes of any
      kind in connection with the terms of this
  Agreement.

            


    


    
      
         


      

      
        92

        
          

        

      

      
         


      

    


    
      	
              12.2

            	
              Windrace
      hereby irrevocably appoints Jones Day of 29/F, Edinburgh Tower, the
      Landmark, 15 Queen’s Road Central, Hong Kong as the agent to accept
      service of legal process on its behalf.  Service of legal
      process upon such process agent of Windrace shall be deemed completed
      whether or not such legal process is forwarded to or received by
      Windrace.  Windrace hereby irrevocably agrees that, if the
      process agent ceases to have an address in Hong Kong or ceases to act as
      the process agent on behalf of Windrace, it shall appoint a new process
      agent in Hong Kong for the same purposes and will deliver to the other
      Parties within fourteen (14) days a copy of a written acceptance of
      appointment by the process agent.  If at any time Windrace
      appoints a new process agent, it shall give written notice to the other
      Parties of such appointment and until such time service on the process
      agent last known to the other Parties shall be deemed to be effective
      service.

            


    

    


    
      	
              12.3

            	
              Each
      of the Investors hereby irrevocably appoints Consec Services Limited of
      6/F Alexandra House, 18 Chater Road, Central, Hong Kong as the agent to
      accept service of legal process on its behalf.  Service of legal
      process upon the process agent of the Investors shall be deemed completed
      whether or not such legal process is forwarded to or received by any of
      the Investors.  Each of the Investors hereby irrevocably agrees
      that if its process agent ceases to have an address in Hong Kong or ceases
      to act as its process agent it shall appoint a new process agent in Hong
      Kong for the same purposes and will deliver to the other Parties within
      fourteen (14) days a copy of a written acceptance of appointment by the
      process agent.  If at any time any of the Investor appoints a
      new process agent it shall give written notice to the other Parties of
      such appointment and until such time service on the process agent last
      known to the other Parties shall be deemed to be effective
      service.

            


    


    
      
         


      

      
        93

        
          

        

      

      
         


      

    


    IN WITNESS whereof the hands
of the Parties the date and year first before written.

    


    
      
        	
                SIGNED by

              	
                )

              
	
                duly
      authorized for and on behalf of

              	
                )

              
	
                WINDRACE
      INTERNATIONAL COMPANY

              	
                )

              
	
                LIMITED

              	
                )

              
	
                in
      the presence of:

              	
                )

              


      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

    


    
      
        	
                SIGNED by

              	
                )

              
	
                duly
      authorized for and on behalf of

              	
                )

              
	
                WISETECH
      HOLDINGS LIMITED

              	
                )

              
	
                in
      the presence of:

              	
                )

              


      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

    


    
      
        	
                SIGNED by

              	
                )

              
	
                duly
      authorized for and on behalf of

              	
                )

              
	
                WINDTECH
      HOLDINGS LIMITED

              	
                )

              
	
                in
      the presence of:

              	
                )

              


      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    
      
        	
                SIGNED by

              	
                )

              
	
                duly
      authorized for and on behalf of

              	
                )

              
	
                DEACONS

              	
                )

              
	
                in
      the presence of:

              	
                )

              


      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

     

    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    APPENDIX

    


    FORM OF JOINT WRITTEN
INSTRUCTION(S)

    


    Date:

    


    
      	
              To:

            	
              Deacons

            


    

    
      	
               
      

            	
              5th
      Floor, Alexandra House

            


    

    
      	
               
      

            	
              18
      Chater Road

            


    

    
      	
               
      

            	
              Central,
      Hong Kong

            


    

    


    
      Attention:  Ms
Eugina Chan/Ms Rosita Chu

    

    


    Dear
Sirs

    


    Escrow
Agreement dated [●]

    among
the undersigned and Deacons (the “Escrow Agreement")

    Matter no.
156645

    


    Terms
used in this notice shall have the same meaning as defined in the Escrow
Agreement.

    


    We hereby
instruct you, pursuant to clause [*] of the Escrow Agreement, to release
[amount] of the Escrow Moneys by direct transfer as follows:

    


    Bank:

    


    Account
number:

    


    Accountholder
name:

    


    
      
        	
                SIGNED by

              	
                )

              
	 
      	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                WINDRACE
      INTERNATIONAL COMPANY

              	
                )

              
	
                LIMITED

              	
                )

              
	
                in
      the presence of:

              	
                )

              


      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    SIGNED by

                  	
                    )

                  
	
                    duly
      authorized for and on behalf of

                  	
                    )

                  
	
                    WISETECH
      HOLDINGS LIMITED

                  	
                    )

                  
	
                    in
      the presence of:

                  	
                    )

                  


          

        

      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

    


    
      
        
          
            	
                    SIGNED by

                  	
                    )

                  
	
                    duly
      authorized for and on behalf of

                  	
                    )

                  
	
                    WINDTECH
      HOLDINGS LIMITED

                  	
                    )

                  
	
                    in
      the presence of:

                  	
                    )

                  


          

        

      

    

    


    
      
        	
                Witness’
      signature:

              	 
      
	
                Witness’
      name:

              	 
      
	
                Witness’
      occupation:

              	 
      
	
                Witness’
      address:

              	 
      


      

    

     

    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    
      SCHEDULE
1

    

    


    
      LIST
OF AUTHORISED SIGNATORIES

    

    
      


    

    
      Windrace: (any one of the
following representatives to sign)

    

    
      


    

    
      
        	
                
                  Name: Shuipan
      Lin

                

                
                  Title: 
      Director of Windrace

                

              	
                 

                
                  Specimen
      Signature: ________________

                

              
	 
      	 
      
	
                
                  Name:
      Tai Yau Ting

                

                
                  Title:  Chief
      Financial Officer of Windrace

                

              	
                 

                Specimen
      Signature: ________________

                
                   

                

              


      

    

    
      


    

    
      Wisetech Holdings Limited:
(any one of the following representatives to sign)

    

    
      


    

    
      
        	
                
                  Name: Jianming
      Yu

                

                
                   

                

              	
                 

                
                  Specimen
      Signature: ________________

                

              
	 
      	 
      
	
                
                  Name: Yuk
      Mei Tsui

                

              	
                
                   

                

                
                  Specimen
      Signature:
________________

                

              


      

    

    
      


    

    
      Windtech Holdings Limited:
(any one of the following representatives to sign)

    

    


    
      
        	
                
                  Name: Jianming
      Yu

                

              	
                
                   

                

                
                  Specimen
      Signature: ________________

                

              
	 
      	 
      
	
                
                  Name: Yuk
      Mei Tsui

                

              	
                 

                Specimen
      Signature: ________________

                
                   

                

              


      

    

     

    
      
         


      

      
        98

        
          

        

      

      
         


      

    


    SCHEDULE
9

    


    PROPERTY

    


    


    Part
A - Owned Property

    


    
      
        	
              	
                1.

              	
                Land

              


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Owner

                                    	 	
                                      國有土地使用證
證書編號

                                      (State-owned

                                      Land
      Use Rights

                                      Certificate

                                      number)

                                    	 	
                                      Site

                                    	 	
                                      Use

                                    	 	
                                      Date
      of

                                      Expiry

                                      of
      the

                                      Use
Right

                                    	 	 	
                                      Use
      right

                                      Area

                                      (Square

                                      meter)

                                    	 
	
                                      喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                    	 	
                                      晋國用(2007)第00785号

                                      (Jin
      Guo Yong (2007) No.00785)

                                    	 	
                                      中國福建省晋江市陳埭鎮南霞美村

                                      (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                       

                                    	 	
                                      Industrial

                                    	 	 	2056-12-25	 	 	 	
                                      9,475.00

                                    	 
	
                                      喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                    	 	
                                      晋國用(2007)第00786號

                                      (Jin
      Guo Yong (2007) No. 00786)

                                    	 	
                                      中國福建省晋江市陳埭鎮南霞美村

                                      (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                       

                                    	 	
                                      Industrial

                                    	 	 	2056-12-25	 	 	 	
                                      9,196.00

                                    	 
	
                                      喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                    	 	
                                      晋國用(2007)第00787號

                                      (Jin
      Guo Yong (2007) No. 00787)

                                    	 	
                                      中國福建省晋江市陳埭鎮南霞美村

                                      (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                       

                                    	 	
                                      Industrial

                                    	 	 	2056-12-25	 	 	 	
                                      20,113.00

                                    	 
	
                                      福建喜得龍體育用品有限公司
      (Fujian Xidelong Sports Goods Co., Ltd.)

                                    	 	
                                      晋國用(2005)第01753號 (Jin Guo
      Yong (2005) No. 01753)

                                    	 	
                                      中國福建省晋江市陳埭鎮南霞美村

                                      (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                    	 	
                                      Industrial

                                    	 	 	2055-07-06	 	 	 	
                                      15,277.00

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                2.

              	
                Buildings

              


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Owner

                                	 	
                                  房屋所有權證證書編號

                                  (Building
      Ownership

                                  Certificate
      number)

                                	 	
                                  Site

                                	 	
                                  Construction

                                  Area
      (Square

                                  meter)

                                	 
	
                                  喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第06-200574號(Jin Fang
      Quan Zheng Chen Dai Zi No. 06-200574)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美村

                                  (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                	 	 	10,735.96	 
	
                                  喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第06-200576號 (Jin Fang
      Quan Zheng Chen Dai Zi No. 06-200576)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美村

                                  (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                	 	 	66,102.31	 
	
                                  喜得龍(中國)有限公司(Xidelong
      (China) Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第06-200578號 (Jin Fang
      Quan Zheng Chen Dai Zi No. 06-200578)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美村

                                  (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                	 	 	22,186.39	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Part
B - Leased Property

    


    Nil



    
      
         


      

      
        100

        
          

        

      

      
         


      

    


    SCHEDULE
10

    


    DEED OF
INDEMNITY


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
               

               

              Dated
      the            day
      of                   2009

               

              SHUIPAN
      LIN

               

              and

               

              WISETECH
      HOLDINGS LIMITED

               

              and

               

              WINDTECH
      HOLDINGS LIMITED

               

              ____________________________

               

              DEED
      OF INDEMNITY

              in
      respect of

              TAXATION

              ____________________________

               

               

              Deacons

              Solicitors
      & Notaries

              5th
      Floor

              Alexandra
      House

              18
      Chater Road

              Central

              Hong
      Kong

              www.deaconslaw.com

               

              Fax
      : 28100431

              Tel
      : 28259211

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    THIS DEED OF INDEMNITY is
made          day
of                ,
2009

    


    


    BY:

    


    
      	
              (1)

            	
              SHUIPAN
      LIN, whose address is at No. 103, Qiancanggong Road,
      Huatingkou Village, Chendai Town, Jinjiang City, Fujian Province,
      the PRC and whose PRC passport number is G14386872 (the “Covenantor”);

            


    

    


    
      In favour
of:

    

    


    
      	
              (2)

            	
              WISETECH
      HOLDNGS LIMITED, a company
      incorporated in the BVI, whose registered office is at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
      ("Wisetech");
      and

            


    

    


    
      	
              (3)

            	
              WINDTECH
      HOLDINGS LIMITED, a company incorporated in the BVI, whose
      registered office is at P.O. Box 957, Offshore Incorporations Centre, Road
      Town, Tortola, British Virgin Islands ("Windtech").

            


    

    


    
      	
               
      

            	
              (Wisetech
      and Windtech collectively are referred to as the “Covenantees”)

            


    

    


    Whereas
:-

    


    
      	
              (A)

            	
              This
      Deed is made pursuant to an investment agreement
      dated             2009
      (the “Principal
      Agreement”) entered into between, among others, the Covenantor and
      the Covenantees providing for, amongst other thing, the investment in
      Windrace.

            


    

    


    
      	
              (B)

            	
              The
      Covenantor has agreed to give certain indemnities in favour of the
      Covenantees upon the terms and subject to the conditions set out in this
      Deed.

            


    

    


    NOW THIS
DEED WITNESSES AND IT IS HEREBY AGREED as
follows:-

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              In
      this Deed, terms capitalised in this Deed but not otherwise defined have
      the meaning given to them in the Principal Agreement and the following
      expressions shall have the following meanings except where the context
      otherwise requires:-

            


    

     

    
      	
               
      

            	
              "Exceed" means (i) Exceed
      and SPAC (before the Merger); and (ii) Exceed (after the Merger), being
      the merged entity after the Merger;

            


    

    


    
      	
               
      

            	
              "Relief" means any
      relief, allowance, concession, preferential tax treatment, right to
      repayment, set-off or deduction in computing profits or other assessable
      sum against which a Taxation is assessed, and any credit granted by or
      available pursuant to any legislation or otherwise relating to all forms
      of Taxation;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              "Taxation" or “Tax”
    means:-

            


    

    


    
      
        (a)     any
liability to any form of taxation and duty whenever created or imposed whether
of the United States, Hong Kong, the BVI, the PRC or of any other part of the
world and, without prejudice to the generality of the foregoing, including
profits tax, provisional profits tax, business tax on gross income, enterprise
income tax, income tax, value added tax, interest tax, salaries tax, individual
income tax (employer as the statutory tax withholding agent) and social security
contribution, property tax, land appreciation tax, lease registration tax, urban
real estate tax, deed tax, estate duty, capital gains tax, death duty, capital
duty, stamp duty, payroll tax, withholding tax, rates, import, customs and
excise duties, local surtaxes, local surcharges (including but not limited to
river administration fee) and generally any tax, duty, impost, levy or rate or
any amount payable to any Taxation Authority;

      

    

     

    
      
        (b)     such
amount or amounts as is or are referred to in Clause 1.2
;

      

    

     

    
      
        (c)     all
costs, interests, penalties, fines, charges, liabilities and expenses incidental
or relating to any liability to Taxation which is the subject of the Deed, to
the extent that the same are payable or suffered by Exceed or a Windrace Group
Company; and

      

    

     

    
      	
               
      

            	
              “Taxation Authority”
      means any revenue, customs, fiscal governmental, statutory, central,
      regional, state, provincial, local governmental or municipal authority,
      body or person, or any non-revenue and non-fiscal governmental
      institutions responsible for collecting Taxes on behalf of taxation
      authorities, whether of the United States, Hong Kong, the BVI, the PRC or
      elsewhere;

            


    

    


    
      	
               
      

            	
              "Taxation Claim(s)" means
      any claim, counterclaim, assessment, notice, demand or other documents
      issued or action taken by or on behalf of any Taxation Authority whereby
      Exceed or a Windrace Group Company is liable or is sought to be made
      liable for any payment of any Taxation or is denied or sought to be denied
      any Relief.

            


    

    


    
      	
              1.2

            	
              In
      the event of deprivation of any Relief or of a right to repayment of any
      form of Taxation available to Exceed or a Windrace Group Company, there
      shall be treated as an amount of Taxation for which a liability has
      arisen, the amount of such Relief or repayment; or if the amount of
      Taxation being reduced is smaller than the actual amount of Relief, the
      amount by which the liability equal to any such Taxation of Exceed or any
      particular Windrace Group Company would have been reduced by such Relief
      if there had been no such deprivation, applying the relevant rates of
      Taxation in force in the period or periods in respect of which such Relief
      would have applied or (where the rate has at the relevant time not been
      fixed) the last known rate and assuming that Exceed or such Windrace Group
      Company had sufficient profits, turnover or other assessable income or
      expenditure against which such Relief might be set off or
      given.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              1.3

            	
              In
      this Deed:

            


    

     

    
      (a)       
the
masculine gender shall include the feminine gender and neuter and the singular
number shall include the plural and vice versa;

    

     

    
      (b)       
references
to persons shall include individuals, bodies corporate (wherever incorporated),
unincorporated associations, partnerships and all forms of governmental body or
authority; and

    

     

    
      (c)       
the
headings are inserted for convenience only and shall not affect the
interpretation of this Deed.

    

     

    
      	
              1.4

            	
              The
      recitals form part of this Deed and shall be construed and shall have the
      same force and effect as if expressly set out in the body of this
      Deed.

            


    

     

    
      	
              2.

            	
              TAXATION
      INDEMNITY

            


    

    


    
      	
              2.1

            	
              Without
      prejudice to any of the foregoing provisions of this Deed and subject as
      hereinafter provided, the Covenantor agrees, and undertakes, to indemnify
      and at all times keep each of the Covenantees fully indemnified on demand
      from and against:

            


    

     

    
      (a)       
the
amount of any and all Taxation falling on any of Exceed and the Windrace Group
Companies resulting from or by reference to any income, profits, gains,
transactions, events, matters or things earned, accrued, received, entered into
or occurring up to the date hereof, whether alone or in conjunction with any
other circumstances whenever occurring and whether or not such Taxation is
chargeable against or attributable to any other person, firm or company
including any and all Taxation resulting from the receipt by any of Exceed or
the Windrace Group Companies of any amounts paid by the Covenantor under this
Deed;

    

     

    
      (b)       
all
actions, claims, losses, damages, costs (including all legal costs), expenses or
other liabilities which any of Exceed or the Windrace Group Companies may made,
suffer or incur in respect of or arising from or on the basis of or in
connection with any Taxation which is covered by the indemnities given under
Clause 2.1(a), including without limitation to the generality of the
foregoing:

    

     

    
      (i)       
the
investigation, assessment or the contesting of any Taxation
Claim;

    

     

    
      (ii)       
the
settlement of any claim under this Deed;

    

     

    
      (iii)       
any legal
proceedings in which any of Exceed or the Windrace Group Companies claims under
or in respect of this Deed and in which judgment is given for any of Exceed or
the Windrace Group Companies; or

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      (iv)       
the
enforcement of any such settlement or judgment referred to in (ii) and (iii)
above.

    

     

    
      	
              2.2

            	
              Notwithstanding
      Clause 2.1 of this Deed, the Covenantor shall be under no liability under
      this Deed in respect of Taxation:

            


    

     

    
      (a)       
to the
extent that it is payable by Exceed or any Windrace Group Company chargeable in
consequence of any event occurring or income, profits or gains earned, accrued
or received or alleged to have been earned, accrued or received in after the
date hereof and which is not interest or penalty, surcharge or fine in
connection with Taxation in relation to an event which took place on or prior to
the date hereof;

    

     

    
      (b)       
to the
extent that provision has been made for such Taxation in the
Accounts;

    

     

    
      (c)
to
the extent that it would not have arisen but for any act or omission by Exceed
or any of the Windrace Group Companies voluntarily effected after the date
hereof (other than pursuant to a legally binding commitment created on or before
the date hereof) without the prior written consent or agreement of the
Covenantor, otherwise than in the ordinary course of business of Exceed or the
relevant Windrace Group Company; and

    

     

    
      (d)       
to the
extent that such Taxation or Taxation Claim arises or is incurred as a result of
the imposition of Taxation as a consequence of any retrospective change in the
law or the interpretation or practice thereof by the relevant Taxation Authority
or any other relevant authority in the relevant jurisdiction coming into force
after the date hereof or to the extent such Taxation Claim arises or is
increased by an increase in rates of Taxation after the date hereof with
retrospective effect.

    

     

    
      2.3       
The
maximum aggregate liability of the Covenantor under this Deed and for breach of
the Principal Agreement shall be US$3,000,000 in aggregate, together with any
reasonable costs and expenses properly incurred by the Covenantees in seeking
compensation and damages from the Covenantor pursuant to this Deed and the
Principal Agreement.

    

     

    
      	
              3.

            	
              NO DOUBLE
      CLAIM

            


    

    


    
      	
              3.1

            	
              No
      claim under this Deed shall be made by more than one of the Covenantees in
      respect of the same Taxation.

            


    

     

    
      	
              3.2

            	
              Each
      of the Covenantees shall not be entitled to recover more than once in
      respect of any one matter giving rise to a claim whether under this Deed
      or the Principal Agreement or both.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              TAXATION CLAIM

            


    

    


    
      	
              4.1

            	
              In
      the event of any Taxation Claim arising, the Covenantees shall by way of
      covenant but not as a condition precedent to the liability of the
      Covenantor hereunder:

            


    

    


    
      (a)       
give or
procure that such notice together with the relevant information will as soon as
reasonably practicable be given to the Covenantor in the manner provided in
Clause 10; and

    

     

    
      (b)       
at the
written request of the Covenantor, take such action or procure that such action
be taken as the Covenantor may reasonably request to cause the Taxation or
Taxation Claim to be withdrawn, or to dispute, resist, appeal against,
compromise or defend the Taxation Claim and any determination in respect thereof
but subject to it being indemnified and secured to its reasonable satisfaction
by the Covenantor from and against any or all losses, liabilities (including
additional Taxation), penalties, interests, costs, damages and expenses which
may be thereby incurred.

    

     

    
      	
              4.2

            	
              Without
      the prior approval of the Covenantees, the Covenantor shall not make any
      settlement of any Taxation Claim nor agree to any matter in the course of
      disputing any Taxation Claim likely to affect the future taxation
      liability of Exceed or any of the Windrace Group
  Companies.

            


    

     

    
      	
              4.3

            	
              Without
      the prior approval of the Covenantor, a Covenantee shall not make any
      settlement of any Taxation Claim nor agree to any matter in the course of
      disputing any Taxation Claim likely to affect the amount payable by the
      Covenantor under this Deed.

            


    

     

    
      	
              5.

            	
              PAYMENTS

            


    

    


    
      	
              5.1

            	
              If
      after the Covenantor has made any payment pursuant to Clause 2, any of
      Exceed or the Windrace Group Companies shall receive a refund of all or
      part of the relevant Taxation, Exceed or such Windrace Group Company shall
      repay or procure the repayment by Exceed or such other Windrace Group
      Company, as the case may be, to the Covenantor a sum corresponding to the
      amount of such refund less:-

            


    

     

    
      (a)       
any and
all reasonable expenses, costs and charges payable or properly incurred by
Exceed or the Windrace Group Company in recovering such refund;
and

    

     

    
      (b)       
the
amount of any additional Taxation which may be suffered by any of Exceed or the
Windrace Group Companies in consequence of such refund.

    

     

    
      	
              5.2

            	
              Any
      payments due by the Covenantor pursuant to the foregoing provisions of
      this Deed shall be increased to include such interest and penalty on
      unpaid Taxation as Exceed or the Windrace Group Companies or any of them
      shall have been required to pay pursuant to the applicable
      Regulations.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              5.3

            	
              In
      respect of any payments payable by or due from the Covenantor to any of
      Exceed or the Windrace Group Companies under this Deed, the Covenantor may
      make such payment to the Covenantees instead of to Exceed or such Windrace
      Group Companies, and payments so made by the Covenantees shall constitute
      a good and absolute release and discharge of such payment obligations of
      the Covenantor.

            


    

     

    
      	
              5.4

            	
              All
      payments made by or due from the Covenantor under this Deed shall be made
      gross, free and clear of any rights of counterclaim or set-off (save with
      the agreement of any Covenantor and any Convenantee) and without any
      deductions or withholdings of any
nature.

            


    

     

    
      	
              5.5

            	
              No
      payment shall be treated as made by the Covenantor under this Deed until
      and to the extent that cleared funds are available in respect of it to
      Exceed or the Windrace Group
Company.

            


    

     

    
      	
              5.6

            	
              For
      the avoidance of doubt, the Covenantor shall remain liable in accordance
      with the terms of this Deed notwithstanding that any Taxation giving rise
      to a liability to make a payment under Clause 2 of this Deed is or has
      been discharged or suffered by Exceed or the relevant Windrace Group
      Company, whether before or after the date hereof and whether by payment or
      by loss or utilisation of any relief or right to repayment of
      Taxation.

            


    

     

    
      	
              6.

            	
              BINDING
      EFFECT

            


    

    


    The indemnities, agreements and
undertakings herein contained shall bind the successors of the Covenantor and
shall enure for the benefit of each party's successors and permitted
assigns.

     

    
      	
              7.

            	
              FURTHER
      UNDERTAKING

            


    

    


    The Covenantor undertakes with the
Covenantees that it will on demand do all such acts and things and execute all
such deeds and documents as may be necessary to carry into effect or to give
legal effect to the provisions of this Deed and the indemnities hereby
contemplated.

     

    
      	
              8.

            	
              ASSIGNMENT

            


    

    


    
      	
               
      

            	
              None
      of the Covenantees may assign the whole or any part of the benefit of this
      Deed without the prior written consent of the Covenantor such consent not
      to be unreasonably withheld.

            


    

    


    
      	
              9.

            	
              SEVERABILITY

            


    

    


    Any
provision of this Deed prohibited by or which is unlawful or unenforceable under
any applicable law shall, to the extent required by such law, be severed from
this Deed and rendered ineffective so far as is possible without modifying the
remaining provisions of this Deed.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              10.

            	
              NOTICES

            


    

    


    Any
notice required to be given under this Deed shall be in writing and shall be
delivered personally or sent by facsimile or by registered or recorded delivery
post, postage prepaid to the respective party at the address set out herein or
such other address as may have been last notified in writing by or on behalf of
such party to the other parties hereto with specific reference to this
Deed.  Any notice, demand or other communications so addressed to the
relevant party shall be deemed to be served at the time when the same is handed
to or left at the address of the party to be served and if served by facsimile
shall be deemed received on the date of despatch and if served by prepared
registered post shall be deemed received on the third Business Days after
despatch.

     

    
      
        
          	
                  To
      the Covenantor:

                	 
      
	 
      	 
      
	
                  Name:

                	
                  Shuipan
      Lin

                
	 
      	 
      
	
                  Address:

                	
                  No.
      103, Qiancanggong Road, Huatingkou Village, Chendai Town, Jinjiang City,
      Fujian Province, the PRC

                
	 
      	 
      
	
                  Telephone:

                	
                  86-595-8285-8888

                
	 
      	 
      
	
                  Facsimile:

                	
                  86-595-8206-9999

                
	 
      	 
      
	
                  To
      the Covenantees:

                	 
      
	 
      	 
      
	
                  Name:

                	
                  Wisetech
      and Windtech

                
	 
      	
                  c/o
      New Horizon Capital

                
	 
      	 
      
	
                  Address:

                	
                  12th
      Floor, Jinbao Building, 89 Jinbao Street, Beijing China
    100005

                
	 
      	 
      
	
                  Attention:

                	
                  Jianming
      Yu and Huang Jian

                
	 
      	 
      
	
                  Telephone:

                	
                  86-10-85221230

                
	 
      	 
      
	
                  Facsimile:

                	
                  86-10-85221231

                
	 
      	 
      
	 
      	
                  with
      a copy to

                
	 
      	 
      
	 
      	
                  Deacons

                
	 
      	
                  

                    5th
      Floor, Alexandra House,

                  

                
	 
      	
                  18
      Chater Road

                
	 
      	
                  Central,
      Hong Kong

                
	 
      	
                  Telephone:
      2825 9211

                
	 
      	
                  Facsimile:
      2810 0431

                
	 
      	
                  Attn:
      Eugina Chan / Rosita Chu

                
	 
      	
                  Matter
      number: 156645

                


        

      

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              GENERAL
      PROVISION

            


    

    


    
      
        	
                11.1

              	
                This
      Deed constitutes the entire agreement between the parties in relation to
      the subject of this Deed and supersedes any previous agreement between or
      representation by any party to any other in relation to the subject
      matter.

              


      

    

     

    
      	
              11.2

            	
              No
      variation of any of the terms of this Deed will be effective unless it is
      made or confirmed in writing and signed by or on behalf of each of the
      parties.

            


    

     

    
      	
              11.3

            	
              No
      relaxation, forbearance, indulgence or delay of any party in exercising
      any right under this Deed shall affect the ability of that party
      subsequently to exercise such right or to pursue any remedy, nor shall
      such failure or delay constitute a waiver of any other
    right.

            


    

     

    
      	
              12.

            	
              COUNTERPARTS

            


    

    


    This Deed
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.

     

    
      	
              13.

            	
              LAW AND
      JURISDICTION

            


    

    


    
      	
              13.1

            	
              This
      Deed shall be governed by and construed in accordance with the laws of
      Hong Kong and the parties hereto hereby irrevocably submit to the
      non-exclusive jurisdiction of the Hong Kong
  courts.

            


    

     

    
      	
              13.2

            	
              Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the
      courts of Hong Kong in respect of all matters arising in connection with
      this Agreement. The submission to the jurisdiction of the courts of Hong
      Kong shall not (and shall not be construed so as to) limit the right of
      the Covenantees to take proceedings against the Covenantor (or any of
      them) in any other court of competent jurisdiction, nor shall the taking
      of proceedings by the Covenantees in any one or more jurisdictions
      preclude the Covenantees taking proceedings in any other jurisdiction
      (whether concurrently or not) if and to the extent permitted by applicable
      law.

            


    

     

    
      	
              13.3

            	
              The
      Covenantor hereby irrevocably appoints Jones Day of 29/F., Edinburgh
      Tower, the Landmark, 15 Queen’s Road Central, Hong Kong as
      its agent to accept service of legal process on its
      behalf.  Service of legal process upon the process agent of the
      Covenantor shall be deemed completed whether or not such legal process is
      forwarded to or received by the Covenantor. The Covenantor hereby
      irrevocably agrees that if its process agent ceases to have an address in
      Hong Kong or ceases to act as its process agent it shall appoint a new
      process agent in Hong Kong for the same purposes and will deliver to the
      other parties within fourteen (14) days a copy of a written acceptance of
      appointment by the process agent.  If at any time the Covenantor
      appoints a new process agent it shall give written notice to the other
      parties of such appointment and until such time service on the process
      agent last known to the other parties shall be deemed to be effective
      service.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              13.4

            	
              Each
      of the Covenantees hereby irrevocably appoints Consec Services
      Limited of
      6/F Alexandra House, 18 Chater Road, Central, Hong Kong as its
      agent to accept service of legal process on its behalf.  Service
      of legal process upon the process agent of the Covenantees shall be deemed
      completed whether or not such legal process is forwarded to or received by
      any of the Covenantees. Each of the Covenantees hereby irrevocably agrees
      that if its process agent ceases to have an address in Hong Kong or ceases
      to act as its process agent it shall appoint a new process agent in Hong
      Kong for the same purposes and will deliver to the other parties within
      fourteen (14) days a copy of a written acceptance of appointment by the
      process agent.  If at any time any of the Covenantees appoints a
      new process agent it shall give written notice to the other parties of
      such appointment and until such time service on the process agent last
      known to the other parties shall be deemed to be effective
      service.

            


    

     

    AS WITNESS  whereof
this Deed has been duly executed on the day and year first above
written.

     

    
      
        	
                SIGNED, SEALED and DELIVERED by

              	
                )

              
	
                SHUIPAN
      LIN

              	
                )

              
	
                in
      the presence of:-

              	
                )

              


      

    

     

    
      
        	
                SEALED
      with the SEAL of

              	
                )

              
	
                WISETECH
      HOLDINGS LIMITED

              	
                )

              
	 
      	
                )

              
	
                and
      SIGNED by

              	
                )

              
	 
      	
                )

              
	
                in
      the presence of:-

              	
                )

              


      

    

    


    
      
        	
                SEALED with the SEAL
      of

              	
                )

              
	
                WINDTECH
      HOLDNGS LIMITED

              	
                )

              
	 
      	
                )

              
	
                and
      SIGNED by

              	
                )

              
	 
      	
                )

              
	
                in
      the presence of :-

              	
                )

              


      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    EXHIBIT

    


    ACCOUNTS


    
      
         


      

      
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