Exhibit 10.2


    
 

    Share
      Pledge Agreement

    


    This
      Agreement is executed by:

    


    (1)
      Pledgeor (hereinafter referred to as Party A): Huakang
      Zhou, an US citizen
      with social security number of ###-##-####; 

    


    (2)
      Pledgee (hereinafter referred to as Party B): Consists of all of the former
      members (the “Members”) of Jilin Dongsheng Weiye Science and Technology Co.,
      Ltd. (hereinafter referred to as Jilin Company), and enterprise incorporated
      and
      existing within the territory of PRC in accordance with the law of PRC, the
      registration number of its legal valid business license is 2200732568080 and
      its
      legal registered address is 0-800 Jifong Highway, Jiangnan Blvd., Jilin, Jilin
      Province, PRC. The Members are as follows: Aidong Yu, Dandan Yu,
      Chunxiao Zou, Yanjun Huang, Yuliang Xie, Yanping Yu, Qiang Sui, Aiping Yu,
      and
      Yunxiao Zou.

    


    


    On
      the
      8th
      Day of
      November, 2006, in Jilin, China.

    


    Whereas:

    


    1.
      Party
      A consists of the sole shareholder of American Sunrise International, Inc
      (hereinafter referred to as ASI Company), which is a wholly foreign-owned
      enterprise incorporated in the State of Delaware, the registration number of
      its
      legal valid business license is Delaware file number 41664-91 and its legal
      registered address is 18 Kimberly Court, East Hanover, New Jersey 07936. Party
      A
      legally holds all of the common and preferred shares of ASI Company (the “Equity
      Shares”).

    


    2.
      Party
      B consists of the Former Members of Jilin Dongsheng Weiye Science and Technology
      Co., Ltd. an enterprise incorporated and existing within the territory of PRC
      in
      accordance with the law of PRC, the registration number of its legal valid
      business license is 2200732568080 and its legal registered address is 0-800
      Jifong Highway, Jiangnan Blvd., Jilin, Jilin Province, PRC. The Members are
      as
      follows: Aidong Yu, Dandan Yu,
      Chunxiao Zou, Yanjun Huang, Yuliang Xie, Yanping Yu, Qiang Sui, Aiping Yu,
      and
      Yunxiao Zou. Jilin Company is now a wholly owned subsidiary of ASI
      Company.

    


    4.
      Party
      B intends to acquire all of the equity interests of Paperclip Software, Inc.,
      a
      Delaware Corporation (“PSI”) by exchanging his shares of ASI Company for all
      issued and outstanding shares of PSI. Prior to the completion of such
      acquisition, Party A agreed to sell the
      equity interests of PSI to Party B. In addition, Party A agreed to entrust
      the
      management and operation of PSI Company to Party B. In order to protect the
      interests of Party B, Party A agrees to pledge the 100% interest of PSI they
      own
      to Party B.

    


    5.
      Party
      B accepts the pledge of these shares by Party A.

    


    Therefore,
      in accordance with applicable laws and regulations of the People's Republic
      of
      China, the Parties hereto reach this Agreement through friendly negotiation
      in
      the principle of equality and mutual benefit and abide by.

    


    Article
      1
      Guaranteed Obligations

    


    The
      shares are being pledged to guarantee all of the rights and interests Party
      A is
      entitled to under all the agreements by and among Party A and Party
      B.

    


    Article
      2
      Pledged Properties

    


    Party
      A
      pledges the Equity Shares to Party B in the following proportion: 

     

     

     

     

    
      	 	
              Common
                Shares  

            	
              Preferred
                Shares 

            
	
              Aidong
                Yu

            	
              9746847

            	
              946275

            
	
              Dandan
                Yu

            	
              919799

            	
              89298

            
	
              Chunxiao
                Zou

            	
              919799

            	
              89298

            
	
              Yanjun
                Huang

            	
              551880

            	
              53579

            
	
              Yuliang
                Xie

            	
              551880

            	
              53579

            
	
              Yanping
                Yu

            	
              551880

            	
              53579

            
	
              Qiang
                Sui

            	
              551880

            	
              53579

            
	
              Aiping
                Yu

            	
              551880

            	
              53579

            
	
              Yunxiao
                Zou

            	
              367919

            	
              35719

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      3
      Scope of Guaranteed Obligations

    


    The
      scope
      of the guaranteed obligations is all rights and interests Party A is entitled
      to
      in accordance with all the agreements signed by and among Party A and Party
      B.

    


    Article
      4
      Pledge Procedure and Registration

    


    Party
      A
      shall, within 10 days after the date of this Agreement, process the registration
      procedures with Jilin Administration for Industry and Commerce concerning the
      pledged membership interests.

    


    Article
      5
      Transfer of Pledged Shares

    


    Party
      A
      shall not transfer any of the pledged shares without the permission of Party
      B
      during the term of this agreement.

    


    Article
      6
      Effectiveness, Modification and Termination

    


    6.1
      This
      Agreement shall go into effect when it is signed by the authorized
      representatives of the Parties with seals affixed.

    6.2
      Upon
      the effectiveness of this Agreement and unless otherwise agreed upon by the
      parties hereto, neither party may modify or terminate this Agreement. Any
      modification or termination shall be in writing after both parties'
      consultations. The provisions of this Agreement remain binding on both parties
      prior to any written agreement on modification or termination.

    


    Article
      7
      Governing Law

    


    The
      execution, validity, interpretation and performance of this Agreement and the
      disputes resolution under this Agreement shall be governed by the laws of the
      PRC.

    


    Article
      8
      Liability for Breach of Agreement

    


    Upon
      the
      effectiveness of this Agreement, the Parties hereto shall perform their
      respective obligations under the Agreement. Any failure to perform the
      obligations stipulated in the Agreement, in part or in whole, shall be deemed
      a
      breach of contract and the breaching party shall compensate the non-breaching
      party for the loss incurred as a result of the breach.

    


    Article
      9
      Settlement of Dispute

    


    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance of this Agreement through friendly consultation. In case no
      settlement can be reached through consultation within thirty (30) days after
      such dispute is raised, each party can submit such matter to the China
      International Economic and Trade Arbitration Commission (the "CIETAC") in
      accordance with its rules. The arbitration shall take place in Beijing. The
      arbitration award shall be final, conclusive and binding upon both
      parties.

    


    Article
      10 Severability

    


    10.1
      Any
      provision of this Agreement that is invalid or unenforceable due to the laws
      and
      regulations shall be ineffective without affecting in any way the remaining
      provisions hereof.

    


    10.2
      In
      the event of the foregoing paragraph, the parties hereto shall prepare
      supplemental agreement as soon as possible to replace the invalid provision
      through friendly consultation.

    


    Article
      11 Miscellaneous

    


    11.1
      The
      headings contained in this Agreement are for the convenience of reference only
      and shall not in any other way affect the

    interpretation
      of the provisions of this Agreement.

    


    11.2
      The
      Agreement shall be executed in five copies, both in Chinese and English. Either
      party holds one Chinese and one English original, and the remaining shall be
      kept for completing relevant procedures. Each copy shall have equal legal force.
      In the event of any conflict between the two versions, the Chinese version
      shall
      prevail.

    


    11.3
      In
      witness hereof, the Parties hereto have executed this Agreement on the date
      described in the first page.

    


    


    [No
      Text
      Below, Signature Page Only]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Party
      A:

    


    _______________________

     Huakang
      Zhou
      (signature)

    


    


     

    Party
      B:
      the Members of Jilin Dongsheng Weiye Science and Technology Co.,
      Ltd.

    


    


    _______________________

    Aidong
      Yu
      (signature)

    


    


    


    _______________________

    Dandan
      Yu
      (signature)

    


    


    _______________________

     Chunxiao
      Zou
      (signature)

    


    


    


    _______________________

     Yanjun
      Huang
      (signature)

    


    


    


    _______________________

    Yuliang
      Xie
      (signature)

    


    


    


    _______________________

     Yanping
      Yu
      (signature)

    


    


    


    _______________________

     Qiang
      Sui
      (signature)

    


    


    


    _______________________

     Aiping
      Yu
      (signature)

    


    


    


    ________________________

     Yunxiao
      Zou (signature)

    


    


    __________________________


    Authorized
      representative: Aidong Yu

    (signature)