SUBSCRIPTION
      AGREEMENT

    


    Date:
      _______, 2007

    


    China
      Private Equity Acquisition Corp.

    [Address]

    


    Dear
      Potential Investor: 

    


    This
      will
      acknowledge that the Undersigned hereby purchases ______ Shares ("Shares")
      of
      Common Stock, par value $.01 per share, of China Private Equity Acquisition
      Corp. a Delaware corporation, ( the "Company"), from the Company for a purchase
      price of $.01 per share for an aggregate of $_______.

    


    Representations
      and Warranties of the Undersigned.

    


    The
      Undersigned hereby represents and warrants as follows:

     

    1.
      Non-U.S. Person Status.      
      Investor is
      domiciled and resides outside the United States as of the date hereof. No offer
      to enter into this Agreement or purchase any securities of the Company has
      been
      made by the Company to the Investor at any time while the Investor was in the
      United States.

     

    2.
      No
      Directed Selling Efforts.     
      Neither Investor, nor any of its affiliates, nor any person acting on its behalf
      or any behalf of any such affiliate, has engaged or will engage in any activity
      undertaken for the purpose of, or that reasonably could be expected to have
      the
      effect of, conditioning the markets in the United States for the Securities,
      including, but not limited to, effecting any sale or short sale of the
      Securities through Investor or any of its affiliates prior to the expiration
      of
      any restricted period contained in Regulation S, promulgated under the Act
      (any
      such activity being defined herein as a “Directed Selling Effort”).  To the
      best knowledge of the Investor, this Agreement and the transactions contemplated
      herein are not part of a plan or scheme to evade the registration provisions
      of
      the Act.  Investor agrees that all offers and sales of the Common Stock
      from the date hereof and through the expiration of the any restricted period
      set
      forth in Rule 903 of Regulation S (as the same may be amended from time to
      time
      hereafter) shall not be made to U.S. Persons (as defined in Regulation S) or
      for
      the account or benefit of U.S. Persons and shall otherwise be made in compliance
      with the provisions of Regulation S and any other applicable provisions of
      the
      Act.   Investor and its representatives have not conducted any
      Directed Selling Effort as that term is used and defined in Rule 902 of
      Regulation S and will not engage in any such Directed Selling Effort within
      the
      United States through the expiration of any restricted period set forth in
      Rule
      903 of Regulation S.

     

    3.
      No
      General Solicitation.     
      The Investor has not received any general solicitation or advertising regarding
      the offering of the Securities or entering into this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.
      Restricted
      Securities. 
      The Investor understands that the Securities it is purchasing are characterized
      as “restricted securities” under the federal securities laws inasmuch as they
      are being acquired from the Company in a transaction not involving a public
      offering and that under such laws and applicable regulations such securities
      may
      be resold without registration under the Act only in certain limited
      circumstances.  In this connection, the Investor represents that it is
      familiar with Rule 144 under the Act, as presently in effect, and understands
      the resale limitations imposed thereby and by the Act.  The Investor
      understands that the Securities have not been and will not be registered under
      the Act and have not been and will not be registered or qualified in any state
      in which they are offered, and thus the Investor will not be able to resell
      or
      otherwise transfer its Securities unless they are registered under the Act
      and
      registered or qualified under applicable state securities laws, or an exemption
      from such registration or qualification is available.  

     

    5.
      Due
      Diligence.
      The
      investor has conducted its own due diligence and acknowledges that the investor
      is making an investment in a company that may be worthless.

     

    6.
      Legends.
      It is
      understood that the certificates evidencing the Securities may bear one or
      all
      of the following legend:

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
      ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER
      THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO
      THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED
      THE
      WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE
      PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE
      SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES
      LAW.”


    
      
        
        

      

      
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    SIGNATURES

    


    No.
      of
      Shares Purchased: ___________ Aggregate Purchase Price:
      $____________

     

    
      	
              Print
                Name:

            	                             
              
	 	
              First

            	
              Middle

            	
              Last

            


    

    


    Address:______________________________________   

    Street 

     

    
      	                        
              
	
              City

            	
              State

            	
              Zip

            


    

     

    Social
      Security or Tax Identification Number:
      _____________________________

     

    Date:
      ________________________

     

    Signature:_______________________________________________

     

    Accepted:

    CHINA
      PRIVATE EQUITY ACQUISITION CORP.

     

    
      	
              By:
                

            	                   
              	 	
              Date:

            	                 
              	 
	
               

            	
              James
                Hahn, President

            	 	 	 	 


    

    


    
      
        
        

      

      
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