Exhibit
      10.1

     

     

    WUHAN
      GENERAL GROUP (CHINA), INC.

     

    2007
      STOCK OPTION PLAN

     

    ARTICLE
      I

    PURPOSE

     

    The
      Plan
      is intended to assist the Company and its Affiliates in recruiting and retaining
      individuals with ability and initiative by enabling such persons to participate
      in the future success of the Company and its Affiliates by associating their
      interests with those of the Company and its stockholders. The Plan is intended
      to permit the grant of Options in accordance with the Plan and any other
      procedures that may be established by the Committee. The proceeds received
      by
      the Company from the sale of shares of Common Stock pursuant to this Plan may
      be
      used for general corporate purposes.

     

    ARTICLE
      II

    DEFINITIONS

     

    “Affiliate”
means
      any entity that is part of a controlled group of corporations or is under common
      control with the Company within the meaning of Code Sections 414(b) or 414(c)
      except that, in making any such determination, 50 percent shall be substituted
      for 80 percent under such Code Sections and the related
      regulations.

     

    “Agreement”
means
      a
      written agreement (including any amendment or supplement thereto) between the
      Company and the Participant specifying the terms and conditions of the Option
      granted to such Participant.

     

    “Board”
means
      the Board of Directors of the Company.

     

    “Cause”
has
      the
      same definition as under any employment or service agreement between the Company
      or any Affiliate and the Participant or, if no such employment or service
      agreement exists or if such employment or service agreement does not contain
      any
      such definition, Cause means (i) the Participant’s willful and repeated failure
      to comply with the lawful directives of the Board, the Board of Directors of
      any
      Affiliate or any supervisory personnel of the Participant; (ii) any criminal
      act
      or act of dishonesty or willful misconduct by the Participant; (iii) the
      material breach by the Participant of the terms of any confidentiality,
      noncompetition, non-solicitation or other agreement that the Participant has
      with the Company or any Affiliate or (iv) acts by the Participant of willful
      malfeasance or gross negligence in a matter of material importance to the
      Company or any Affiliate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Change
      in Control”
means
      the occurrence of any of the following events:

     

    (a) The
      accumulation in any number of related or unrelated transactions by any Person
      of
      beneficial ownership (as such term is used in Rule 13d-3 promulgated under
      the
      Exchange Act) of more than fifty percent (50%) of the combined voting power
      of
      the Company’s voting stock; provided that for purposes of this subsection (a), a
      Change in Control will not be deemed to have occurred if the accumulation of
      more than fifty percent (50%) of the voting power of the Company’s voting stock
      results from any acquisition of voting stock (i) directly from the Company
      that
      is approved by the Incumbent Board, (ii) by the Company, (iii) by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or any
      Affiliate, (iv) by any Person pursuant to a merger, consolidation or
      reorganization (a “Business Combination”) that would not cause a Change in
      Control under clauses (i) and (ii) of subsection (b) below, or (v) by Xu Jie,
      any Person who is a member of Xu Jie’s family within the meaning of Section
      267(c)(4) of the Code or any Person controlled by Xu Jie and/or his family;
      or

     

    (b) Consummation
      of a Business Combination, unless, immediately following that Business
      Combination, (i) all or substantially all of the Persons who were the beneficial
      owners of voting stock of the Company immediately prior to that Business
      Combination beneficially own, directly or indirectly, at least fifty percent
      (50%) of the then outstanding shares of common stock and at least fifty percent
      (50%) of the combined voting power of the then outstanding voting stock entitled
      to vote generally in the election of directors of the entity resulting from
      that
      Business Combination (including, without limitation, an entity that as a result
      of that transaction owns the Company or all or substantially all of the
      Company’s assets either directly or through one or more subsidiaries) in
      substantially the same proportions relative to each other as their ownership
      immediately prior to the Business Combination, and (ii) a majority of the
      members of the Board of Directors of the entity resulting from that Business
      Combination holding a majority of the voting power of such Board of Directors
      were members of the Incumbent Board at the time of the execution of the initial
      agreement or of the action of the Board of Directors providing for that Business
      Combination and as a result of or in connection with such Business Combination,
      no Person has a right to dilute either of such percentages by appointing
      additional members to the Board of Directors or otherwise without election
      or
      other action by the stockholders; or

     

    (c) A
      sale or
      other disposition of all or substantially all of the assets of the Company,
      except pursuant to a Business Combination that would not cause a Change in
      Control under clauses (i) and (ii) of subsection (b) above; or

     

    (e) Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company, except pursuant to a Business Combination that would not cause
      a
      Change in Control under clauses (i) and (ii) of subsection (b)
      above.

     

    “Code”
means
      the Internal Revenue Code of 1986 and any amendments thereto.

     

    “Committee”
means
      the Compensation Committee of the Board. If and to the extent deemed necessary
      by the Board, such Compensation Committee shall consist of two or more
      directors, all of whom are “non-employee directors” within the meaning of Rule
      16b-3 under the Exchange Act and “outside directors” within the meaning of Code
      Section 162(m).

     

    
      
        
        

      

      
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    “Common
      Stock”
means
      the common stock, $0.0001 par value per share, of the Company.

     

    “Company”
means
      Wuhan General Group (China), Inc., a Nevada corporation, and any successor
      thereto. 

     

    “Control
      Change Date”
means
      the date on which a Change in Control occurs. If a Change in Control occurs
      on
      account of a series of transactions, the “Control Change Date” is the date of
      the last of such transactions.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended. 

     

    “Fair
      Market Value”
of
      a
      share of Common Stock means, on any given date, the fair market value of a
      share
      of Common Stock as the Committee in its discretion shall determine; provided,
      however, that the Committee shall determine Fair Market Value without regard
      to
      any restriction other than a restriction which, by its terms, will never lapse
      and in a consistent manner and, if the shares of Common Stock are traded on
      any
      national stock exchange or quotation system, the Fair Market Value of a share
      of
      Common Stock shall be the “average selling price” during a specified period that
      is within thirty (30) days before or thirty (30) days after such valuation
      date,
      as reported by such source as the Committee shall select, provided that the
      Committee must irrevocably specify the commitment to grant the Option to the
      Participant with an exercise price set using such an “average selling price”
before the beginning of the specified period. For this purpose, the term
“average selling price” refers to the arithmetic mean of such selling prices on
      all trading days during the specified period, or the average of such prices
      over
      the specified period weighted based on the volume of trading of such stock
      on
      each trading day during such specified period. The Committee must designate
      the
      recipient of the Option, the number and class of shares of Common Stock that
      are
      subject to the Option, and the method for determining the exercise price,
      including the period over which the averaging will occur, before the beginning
      of the specified averaging period. Notwithstanding the foregoing, if applicable
      foreign law requires that the Option be priced based upon a specific price
      averaging method and period, an Option granted in accordance with such
      applicable foreign law will be treated as meeting the foregoing requirements,
      provided the averaging period does not exceed thirty (30) days. The Fair Market
      Value that the Committee determines shall be final, binding and conclusive
      on
      the Company, each Affiliate and each Participant.

     

    
      
        
        

      

      
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    “Incumbent
      Board”
means
      a
      Board of Directors at least a majority of whom consists of individuals who
      either are (a) members of the Company’s Board as of the effective date of the
      adoption of this Plan or (b) members who become members of the Company’s Board
      subsequent to the date of the adoption of this Plan whose election, or
      nomination for election by the Company’s stockholders, was approved by a vote of
      at least a majority of the directors then comprising the Incumbent Board (either
      by a specific vote or by approval of the proxy statement of the Company in
      which
      that person is named as a nominee for director, without objection to that
      nomination), but excluding, for that purpose, any individual whose initial
      assumption of office occurs as a result of an actual or threatened election
      contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect
      to
      the election or removal of directors or other actual or threatened solicitation
      of proxies or consents by or on behalf of a Person other than the Board of
      Directors.

     

    “Named
      Executive Officer”
means
      a
      Participant who, as of the last day of a taxable year, is the Chief Executive
      Officer of the Company (or is acting in such capacity) or one of the three
      highest compensated officers of the Company (other than the Chief Executive
      Officer or Chief Financial Officer) or is otherwise one of the group of “covered
      employees,” as defined in the regulations promulgated under Code Section
      162(m).

     

    “Option”
means
      a
      stock option that entitles the holder to purchase from the Company a stated
      number of shares of Common Stock at the price set forth in an Agreement. All
      Options granted under the Plan shall be non-qualified stock options that are
      not
      subject to Section 422 of the Code.

     

    “Participant”
means
      an employee of the Company or an Affiliate, a member of the Board or the Board
      of Directors of an Affiliate (whether or not an employee), or a person or entity
      that provides services to the Company or an Affiliate and who satisfies the
      requirements of Article IV and is selected by the Committee to receive an
      Option.

     

    “Plan”
means
      this Wuhan General Group (China), Inc. 2007 Stock Option Plan, in its current
      form and as hereafter amended.

     

    “Person”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, incorporated or unincorporated association, joint-stock company, trust,
      unincorporated organization or government or other agency or political
      subdivision thereof or any other entity of any kind.

     

    “P.R.C.”
means
      the People’s Republic of China.

     

    “SAFE”
means
      the State Administration of Foreign Exchange of the P.R.C.

     

    
      
        
        

      

      
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    ARTICLE
      III

    ADMINISTRATION 

     

    The
      Plan
      shall be administered by the Committee. The Committee shall have the authority
      to grant Options upon such terms (not inconsistent with the provisions of this
      Plan) as the Committee may consider appropriate. Such terms may include
      conditions (in addition to those contained in this Plan) on the exercisability,
      transferability, and forfeitability of all or any part of an Option, among
      other
      terms. Notwithstanding any such conditions, the Committee may, in its discretion
      and whether or not in connection with a Change in Control, accelerate the time
      at which any Option may be exercised. In addition, the Committee shall have
      complete authority to interpret all provisions of this Plan; to prescribe the
      form of Agreements; to adopt, amend, and rescind rules and regulations
      pertaining to the administration of the Plan; and to make all other
      determinations necessary or advisable for the administration of this Plan.
      The
      express grant in the Plan of any specific power to the Committee shall not
      be
      construed as limiting any power or authority of the Committee. Any decision
      made, or action taken, by the Committee in connection with the administration
      of
      this Plan shall be final, conclusive and binding on all parties. The members
      of
      the Committee shall not be liable for any act done in good faith with respect
      to
      this Plan or any Agreement or Option.

     

    To
      the
      extent applicable law so permits, the Committee, in its discretion, may delegate
      to one or more officers of the Company all or part of the Committee’s authority
      and duties with respect to Options to be granted to individuals who are not
      subject to the reporting and other provisions of Section 16 of the Exchange
      Act
      and who are not Named Executive Officers. The Committee may revoke or amend
      the
      terms of a delegation at any time but such action shall not invalidate any
      prior
      actions of the Committee’s delegate or delegates that were consistent with the
      terms of the Plan and the Committee’s prior delegation. If and to the extent
      deemed necessary by the Board, (i) all Options granted to any individual who
      is
      subject to the reporting and other provisions of Section 16 of the Exchange
      Act
      shall be made by a Committee comprised solely of two or more directors, all
      of
      whom are “non-employee directors” within the meaning of Rule 16b-3 under the
      Exchange Act and (ii) all Options granted to an individual who is a Named
      Executive Officer shall be made by a Committee comprised solely of two or more
      directors, all of whom are “outside directors” within the meaning of Code
      Section 162(m).

     

    The
      Company shall bear all expenses of administering this Plan. The Company shall
      indemnify and hold harmless each person who is or shall have been a member
      of
      the Committee acting as administrator of the Plan, or any delegate of such,
      against and from any cost, liability, loss or expense that may be imposed upon
      or reasonably incurred by such person in connection with or resulting from
      any
      action, claim, suit, or proceeding to which such person may be a party or in
      which such person may be involved by reason of any action taken or not taken
      under the Plan and against and from any and all amounts paid by such person
      in
      settlement thereof, with the Company’s approval, or paid by such person in
      satisfaction of any judgment in any such action, suit, or proceeding against
      such person, provided he or she shall give the Company an opportunity, at its
      own expense, to handle and defend the same before he or she undertakes to handle
      and defend it on his or her own behalf. Notwithstanding the foregoing, the
      Company shall not indemnify and hold harmless any such person if (i) applicable
      law or the Company’s Articles of Incorporation or Bylaws prohibit such
      indemnification or (ii) such person did not act in good faith and in a manner
      that such person believed to be consistent with the Plan or (iii) such person’s
      conduct constituted gross negligence or willful misconduct. The foregoing right
      of indemnification shall not be exclusive of any other rights of indemnification
      to which such persons may be entitled under the Company’s Articles of
      Incorporation or Bylaws, as a matter of law or otherwise, or under any other
      power that the Company may have to indemnify such person or hold him or her
      harmless. The provisions of the foregoing indemnity shall survive indefinitely
      the term of this Plan.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    ELIGIBILITY

     

    Any
      employee of the Company or an Affiliate (including an entity that becomes an
      Affiliate after the adoption of this Plan), a member of the Board or the Board
      of Directors of an Affiliate (including an entity that becomes an Affiliate
      after the adoption of the Plan) (whether or not such board member is an
      employee) and any other person or entity that provides services to the Company
      or an Affiliate (including an entity that becomes an Affiliate after the
      adoption of the Plan) is eligible to participate in this Plan if the Committee,
      in its sole discretion, determines that such person or entity has contributed
      significantly or can be expected to contribute significantly to the profits
      or
      growth of the Company or any Affiliate or if it is otherwise in the best
      interest of the Company or any Affiliate for such person or entity to
      participate in this Plan. To the extent required by P.R.C. law, the Committee
      shall apply to the SAFE for approval of the persons who will participate in
      the
      Plan and satisfy all applicable registration and other requirements for such
      persons to be eligible to receive Options under the Plan.

     

    ARTICLE
      V

    COMMON
      STOCK SUBJECT TO PLAN

     

    5.01.
      Common
      Stock Issued

     

    Upon
      the
      issuance of shares of Common Stock pursuant to an Option, the Company may
      deliver to the Participant (or the Participant’s broker if the Participant so
      directs) shares of Common Stock from its authorized but unissued Common Stock,
      treasury shares or reacquired shares, whether reacquired on the open market
      or
      otherwise. 

     

    5.02.
      Aggregate
      Limit

     

    The
      maximum aggregate number of shares of Common Stock that may be issued under
      this
      Plan shall be 3,000,000 shares.
      The maximum number of shares of Common Stock that may be issued shall be subject
      to adjustment as provided in Article VII.

     

    5.03.
      Individual
      Limit

     

    In
      any
      calendar year, no Participant may be granted Options that relate to more than
      500,000 shares
      of
      Common Stock. If an Option that a Participant holds is cancelled or subject
      to a
      repricing within the meaning of the regulations under Code Section 162(m) (after
      the requisite stockholder approval of such repricing), the cancelled Option
      shall continue to be counted against the maximum number of shares of Common
      Stock for which Options may be granted to the Participant in any calendar year
      as required under Code Section 162(m). The maximum number of shares that may
      be
      granted in any calendar year to any Participant shall be subject to adjustment
      as provided in Article VII.

     

    
      
        
        

      

      
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    5.04.
      Reissue
      of Options and Shares

     

    Shares
      of
      Common Stock that are subject to Options that expire, or for any reason are
      cancelled, terminated or forfeited, fail to vest, or for any other reason are
      not delivered under the Plan, shall again be available for issuance pursuant
      to
      subsequent Options under the Plan. Such shares of Common Stock, with respect
      to
      the portion of that Option that is cancelled, terminated, forfeited, fails
      to
      vest or is otherwise not delivered, will be treated for purposes of Section
      5.02
      above as if they had never been issued. Shares of Common Stock that are
      otherwise reacquired from the Participant or the Participant’s transferee to pay
      the exercise price of an Option or to satisfy the minimum applicable tax
      withholding obligation of the Company or an Affiliate with respect to an Option
      shall not be treated, for purposes of Section 5.02 above, as shares of Common
      Stock available for issuance under the Plan and shall not be so available.
      

     

    ARTICLE
      VI

    OPTIONS 

     

    6.01.
      Grant

     

    In
      accordance with the provisions of Article IV, the Committee will designate
      each
      individual or entity to whom an Option is to be granted and will specify the
      number of shares of Common Stock covered by such grant. The date of grant shall
      be the date the Committee has approved the intended recipients and the essential
      terms of the Options being granted. Each grant shall be evidenced by an
      Agreement.

     

    6.02.
      Option
      Price

     

    The
      price
      per share of Common Stock purchased on the exercise of an Option shall be
      determined by the Committee on the date of grant, but shall not be less than
      (i)
      the Fair Market Value of a share of Common Stock on the date the Option is
      granted, (ii) the Conversion Price (as that term is defined in the Certificate
      of Designation of the Relative Rights and Preferences of the Series A
      Convertible Preferred Stock (the “Preferred Stock)) of the Company’s Preferred
      Stock at the date of grant, or (iii) the Warrant Price (as that term is defined
      in the Company’s Series A, B, C, J, AA, BB, and JJ Warrants (collectively, the
“Warrants”)) of the Company’s Warrants at the date of grant. 

     

    6.03.
      Maximum
      Option Period 

     

    The
      maximum period in which an Option may be exercised shall be determined by the
      Committee on the date of grant, except that no Option shall be exercisable
      after
      the expiration of ten (10) years from the date such Option was
      granted.

     

    
      
        
        

      

      
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    6.04.
      Nontransferability

     

    Except
      as
      otherwise provided in an applicable Agreement, each Option granted under this
      Plan shall be nontransferable except by will or by the laws of descent and
      distribution, and, so, during the lifetime of the Participant to whom the Option
      is granted, the Option may be exercised only by the Participant. Notwithstanding
      the foregoing, if the Agreement so provides, an Option may be transferred by
      a
      Participant to the Participant’s children, grandchildren, spouse, one or more
      trusts for the benefit of such family members or a partnership in which such
      family members are the only partners, on such terms and conditions as are
      appropriate for such transferees to be included in the class of transferees
      who
      may rely on a Form S-8 Registration Statement under the Securities Act of 1933
      to sell shares issuable upon exercise of Options granted under the Plan. Any
      such transfer will be permitted only if (i) the Participant does not receive
      any
      consideration for the transfer and (ii) the Committee expressly approves the
      transfer. The holder of an Option transferred pursuant to this Section shall
      be
      bound by the same terms and conditions that governed the Option during the
      period that it was held by the Participant; provided, however, that such
      transferee may not transfer the Option except by will or the laws of descent
      and
      distribution. No right or interest of a Participant in any Option shall be
      liable for, or subject to, any lien, obligation, or liability of such
      Participant.

     

    6.05.
      Exercise

     

    Subject
      to the provisions of this Plan and the applicable Agreement, an Option may
      be
      exercised in whole at any time or in part from time to time at such times and
      in
      compliance with such requirements as the Committee shall determine. An Option
      granted under this Plan may be exercised with respect to any number of whole
      shares less than the full number for which the Option could be exercised. A
      partial exercise of an Option shall not affect the right to exercise the Option
      from time to time in accordance with this Plan and the applicable Agreement
      with
      respect to the remaining shares subject to the Option. 

     

    6.06.
      Payment

     

    Subject
      to rules established by the Committee and unless otherwise provided in an
      Agreement, payment of all or part of the Option price shall be made in cash
      or
      cash equivalent acceptable to the Committee. If the Agreement so provides,
      the
      Committee, in its discretion and provided applicable law so permits, may allow
      a
      Participant to pay all or part of the Option price (i) by surrendering shares
      of
      Common Stock to the Company that the Participant already owns; (ii) by a
      cashless exercise through a broker; (iii) by such other medium of payment as
      the
      Committee in its discretion shall authorize or (iv) by any combination of the
      aforementioned methods of payment. If shares of Common Stock are used to pay
      all
      or part of the Option price, the sum of the cash and cash equivalent and the
      Fair Market Value (determined as of the day preceding the date of exercise)
      of
      the shares surrendered must not be less than the Option price of the shares
      for
      which the Option is being exercised. 

     

    
      
        
        

      

      
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    6.07.
      Employee
      Status

     

    If
      the
      terms of any Option provide that it may be exercised only during employment
      or
      continued service or within a specified period of time after termination of
      employment or continued service; the Committee may decide to what extent leaves
      of absence for governmental or military service, illness, temporary disability,
      or other reasons shall not be deemed interruptions of continuous employment
      or
      service. Except as otherwise provided in an applicable Agreement, a
      Participant’s employment or continuous service shall not be deemed interrupted
      or terminated by any change in employment or service status of a Participant,
      so
      long as the Participant continues to be an employee, director or other service
      provider of the Company or any Affiliate. Any Participant who is employed by
      or
      performs services for an Affiliate shall be considered to have terminated
      employment or service for purposes of this Plan if such Affiliate no longer
      qualifies as an Affiliate of the Company, unless the Participant remains
      employed by the Company or any other Affiliate.

     

    6.08.
      Change
      in Control 

     

    Notwithstanding
      any provision of any Agreement, in the event of or in anticipation of a Change
      in Control, the Committee in its discretion may (i) declare that some or all
      outstanding Options previously granted under the Plan, whether or not then
      exercisable, shall terminate as of a date before or on the Control Change Date
      without any payment to the holder of the Option, provided the Committee gives
      prior written notice to the Participants of such termination and gives such
      Participants the right to exercise their outstanding Options for at least seven
      (7) days before such date to the extent then exercisable (or to the extent
      such
      Options would have been exercisable as of the Control Change Date), (ii)
      terminate before or on the Control Change Date some or all outstanding Options
      previously granted under the Plan, whether or not then exercisable, in
      consideration of payment to the holder of the Option, with respect to each
      share
      of Common Stock for which the Option is then exercisable (or for which the
      Option would have been exercisable as of the Control Change Date), of the
      excess, if any, of the Fair Market Value on such date of the Common Stock
      subject to such portion of the Option over the Option price (provided that
      outstanding Options that are not then exercisable and that would not become
      exercisable on the Control Change Date, and Options with respect to which the
      Fair Market Value of the Common Stock subject to the Options does not exceed
      the
      Option price, shall be cancelled without any payment therefor) or (iii) take
      such other action as the Committee determines to be reasonable under the
      circumstances to permit the Participant to realize the value of the Option
      (which value for purposes of Options that are not then exercisable and that
      would not become exercisable as of the Control Change Date, and Options with
      respect to which the Fair Market Value of the Common Stock subject to the
      Options does not exceed the Option price, shall be deemed to be zero). The
      payments described in (ii) above may be made in any manner the Committee
      determines, including in cash, stock or other property (whether or not part
      of
      the consideration of the Change in Control). The Committee may take the actions
      described in (i) or (ii) above with respect to Options that are not then
      exercisable whether or not the Participant will receive any payment therefor.
      The Committee in its discretion may take any of the actions described in this
      Section 6.08 contingent on consummation of the Change in Control and with
      respect to some or all outstanding Options, whether or not then exercisable,
      or
      on an Option-by-Option basis, which actions need not be uniform with respect
      to
      all outstanding Options. However, the Options shall not be terminated to the
      extent that written provision is made for their continuance, assumption or
      substitution by the Company or a successor employer or its parent or subsidiary
      in connection with the Change in Control. The Committee may provide in an
      applicable Agreement that a Participant’s outstanding Options shall be fully
      exercisable on and after a Control Change Date or immediately before the date
      the Options will be terminated in connection with the Change in Control, as
      described above.

     

    
      
        
        

      

      
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    6.09.
      Stockholder
      Rights 

     

    No
      Participant shall have any rights as a stockholder with respect to shares
      subject to his or her Option until the date of exercise of such Option and
      the
      issuance of shares of Common Stock thereunder.

     

    ARTICLE
      VII

    ADJUSTMENT
      UPON CHANGE IN COMMON STOCK

     

    The
      maximum number of shares and the kind of shares that may be issued under the
      Plan, the maximum number of shares and the kind of shares subject to outstanding
      Options, the exercise price of outstanding Options, and the per individual
      limitations on the number of shares that may be issued pursuant to Options
      shall
      be adjusted as the Board shall determine to be equitably required in the event
      (i) there occurs a reorganization, recapitalization, stock split, spin-off,
      split-off, stock dividend, issuance of stock rights, combination of shares,
      merger, consolidation, or distribution to stockholders other than a cash
      dividend; (ii) the Company engages in a transaction Code Section 424 describes
      or (iii) there occurs any other transaction or event which, in the judgment
      of
      the Board, necessitates such action. In addition, the Committee may make such
      other adjustments to the terms of any Options to the extent equitable and
      necessary to prevent an enlargement or dilution of the Participant’s rights
      thereunder as a result of any such event or similar transaction. Any
      determination made under this Article VII by the Board shall be final and
      conclusive. Such adjustment may provide for the elimination of fractional shares
      that might otherwise be subject to Options without any payment therefor.
      Notwithstanding the foregoing, any such adjustment shall be made in such a
      manner that will not adversely affect the status of any Option intended to
      be
      excepted from treatment as deferred compensation under Section 409A of the
      Code
      or otherwise result in failure to comply with Section 409A of the
      Code.

     

    The
      issuance by the Company of stock of any class, or securities convertible into
      stock of any class, for cash or property, or for labor or services, either
      upon
      direct sale or upon the exercise of rights or warrants to subscribe therefor,
      or
      upon conversion of stock or obligations of the Company convertible into such
      stock or other securities, shall not affect, and no adjustment by reason thereof
      shall be made with respect to, the maximum number of shares or kind of shares
      that may be issued pursuant to Options, the per individual limitations on the
      number of shares or kind of shares that may be issued pursuant to Options or
      the
      terms of outstanding Options.

     

    The
      Committee may grant Options in substitution for stock options, restricted stock,
      restricted stock units, stock appreciation rights, incentive awards and other
      equity awards held by an individual who becomes an employee of the Company
      or an
      Affiliate in connection with a transaction described in the first paragraph
      of
      this Article VII. Notwithstanding any provision of the Plan (other than the
      limitation of Section 5.02), the terms of such substituted Options shall be
      as
      the Committee, in its discretion, determines is appropriate. 

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    COMPLIANCE
      WITH LAW AND APPROVAL OF REGULATORY BODIES

     

    8.01.
      Compliance 

     

    No
      Option
      shall be exercisable, no shares of Common Stock shall be issued, no certificates
      for shares of Common Stock shall be delivered, and no payment shall be made
      under this Plan except in compliance with all applicable federal, state and
      foreign laws and regulations (including, without limitation, withholding tax
      requirements and, to the extent applicable, registration, notice and withholding
      requirements under the laws of the P.R.C.), any listing agreement to which
      the
      Company is a party, and the rules of all stock exchanges on which the Company’s
      shares may be listed. The Company shall have the right to rely on an opinion
      of
      its counsel as to such compliance. Any stock certificate evidencing shares
      of
      Common Stock issued pursuant to an Option may bear such legends and statements
      as the Committee may deem advisable to assure compliance with all applicable
      laws and regulations and to reflect any other restrictions applicable to such
      shares as the Committee otherwise deems appropriate. No Option shall be
      exercisable, no shares of Common Stock shall be issued, no certificate for
      shares of Common Stock shall be delivered, and no payment shall be made under
      this Plan until the Company has obtained such consent or approval as the
      Committee may deem advisable from regulatory bodies having jurisdiction over
      such matters.

     

    By
      way of
      example and not limitation, the Company shall (i) comply with applicable notice
      and registration requirements of the SAFE, (ii) implement appropriate currency
      exchange procedures with respect to Options under the Plan and payments,
      remittances and deposits in connection therewith, (iii) file such reports with
      the SAFE as may be necessary under law, (iv) prepare and distribute any required
      disclosures (whether to Participants or otherwise) regarding the Plan and any
      Options hereunder and (v) take any and all other actions to comply with the
      legal requirements of the P.R.C. and the SAFE with respect to the Plan and
      any
      Options granted hereunder.

     

    
      
        
        

      

      
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    8.02.
      Postponement
      of Exercise or Payment

     

    The
      Committee may postpone any grant, exercise, vesting or payment of an Option
      for
      such time as the Committee in its sole discretion may deem necessary in order
      to
      permit the Company (i) to effect, amend or maintain any necessary registration
      of the Plan or the shares of Common Stock issuable pursuant to the Option under
      the securities laws or under the laws of the P.R.C. or any foreign jurisdiction
      in which the Options will be granted; (ii) to take any action in order to (A)
      list such shares of Common Stock or other shares of stock of the Company on
      a
      stock exchange if shares of Common Stock or other shares of stock of the Company
      are not then listed on such exchange or (B) comply with restrictions or
      regulations incident to the maintenance of a public market for its shares of
      Common Stock or other shares of stock of the Company, including any rules or
      regulations of any stock exchange on which the shares of Common Stock or other
      shares of stock of the Company are listed; (iii) to determine that such shares
      of Common Stock in the Plan are exempt from such registration or that no action
      of the kind referred to in (ii)(B) above needs to be taken; (iv) to comply
      with
      any applicable law, including without limitation, any domestic or foreign
      securities or tax laws, including without limitation the P.R.C. and any
      applicable requirements of the SAFE; (v) to comply with any legal or contractual
      requirements during any such time the Company or any Affiliate is prohibited
      from doing any of such acts under applicable law, including without limitation,
      during the course of an investigation of the Company or any Affiliate, or under
      any contract, loan agreement or covenant or other agreement to which the Company
      or any Affiliate is a party or (vi) to otherwise comply with any prohibition
      on
      such acts or payments during any applicable blackout period; and the Company
      shall not be obligated by virtue of any terms and conditions of any Agreement
      or
      any provision of the Plan to recognize the grant, exercise, vesting or payment
      of an Option or to grant, sell or issue shares of Common Stock or make any
      such
      payments in violation of the securities laws or the laws of any government
      having jurisdiction thereof or any of the provisions hereof. Any such
      postponement shall not extend the term of the Option and neither the Company
      nor
      its directors and officers nor the Committee shall have any obligation or
      liability to any Participant or to any other person with respect to shares
      of
      Common Stock as to which the Option shall lapse because of such
      postponement.

     

    8.03.
      Forfeiture
      of Payment

     

    A
      Participant shall be required to forfeit any and all rights under Options or
      to
      reimburse the Company for any payment under any Option (with interest as
      necessary to avoid imputed interest or original issue discount under the Code
      or
      as otherwise required by applicable law) to the extent applicable law requires
      such forfeiture or reimbursement. 

     

    
      
        
        

      

      
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    ARTICLE
      IX

    LIMITATION
      ON BENEFITS 

     

    Despite
      any other provisions of this Plan to the contrary, if the receipt of any
      payments or benefits under this Plan would subject a Participant to tax under
      Code Section 4999, the Committee may determine whether some amount of payments
      or benefits would meet the definition of a “Reduced Amount.” If the Committee
      determines that there is a Reduced Amount, the total payments or benefits to
      the
      Participant hereunder must be reduced to such Reduced Amount, but not below
      zero. If the Committee determines that the benefits and payments must be reduced
      to the Reduced Amount, the Company must promptly notify the Participant of
      that
      determination, with a copy of the detailed calculations by the Committee. All
      determinations of the Committee under this Article IX are final, conclusive
      and
      binding upon the Company and the Participant. It is the intention of the Company
      and the Participant to reduce the payments under this Plan only if the aggregate
      Net After Tax Receipts to the Participant would thereby be increased. As result
      of the uncertainty in the application of Code Section 4999 at the time of the
      initial determination by the Committee under this Article IX, however, it is
      possible that amounts will have been paid under the Plan to or for the benefit
      of a Participant which should not have been so paid (“Overpayment”) or that
      additional amounts which will not have been paid under the Plan to or for the
      benefit of a Participant could have been so paid (“Underpayment”), in each case
      consistent with the calculation of the Reduced Amount. If the Committee, based
      either upon the assertion of a deficiency by the Internal Revenue Service
      against the Company or the Participant, which the Committee believes has a
      high
      probability of success, or controlling precedent or other substantial authority,
      determines that an Overpayment has been made, any such Overpayment must be
      treated for all purposes as a loan which the Participant must repay to the
      Company together with interest at the applicable federal rate under Code Section
      7872(f)(2); provided, however, that no such loan may be deemed to have been
      made
      and no amount shall be payable by the Participant to the Company if and to
      the
      extent such deemed loan and payment would not either reduce the amount on which
      the Participant is subject to tax under Code Section 1, 3101 or 4999 or generate
      a refund of such taxes. If the Committee, based upon controlling precedent
      or
      other substantial authority, determines that an Underpayment has occurred,
      the
      Committee must promptly notify the Company of the amount of the Underpayment,
      which then shall be paid to the Participant. For purposes of this Section,
      (i)
“Net After Tax Receipt” means the Present Value of a payment under this Plan net
      of all taxes imposed on Participant with respect thereto under Code Sections
      1,
      3101 and 4999, determined by applying the highest marginal rate under Code
      Section 1 which applies to the Participant’s taxable income for the applicable
      taxable year; (ii) “Present Value” means the value determined in accordance with
      Code Section 280G(d)(4) and (iii) “Reduced Amount” means the smallest aggregate
      amount of all payments and benefits under this Plan which (a) is less than
      the
      sum of all payments and benefits under this Plan and (b) results in aggregate
      Net After Tax Receipts which are equal to or greater than the Net After Tax
      Receipts which would result if the aggregate payments and benefits under this
      Plan were any other amount less than the sum of all payments and benefits to
      be
      made under this Plan. 

     

    ARTICLE
      X

    GENERAL
      PROVISIONS 

     

    10.01.
      Effect
      on Employment and Service

     

    Neither
      the adoption of this Plan, its operation, nor any documents describing or
      referring to this Plan (or any part thereof), shall confer upon any individual
      or entity any right to continue in the employ or service of the Company or
      an
      Affiliate or in any way affect any right and power of the Company or an
      Affiliate to terminate the employment or service of any individual or entity
      at
      any time with or without assigning a reason therefor.

     

    10.02.
      Unfunded
      Plan 

     

    This
      Plan
      shall be unfunded, and the Company shall not be required to segregate any assets
      under this Plan. Any liability of the Company to any person with respect to
      any
      Option under this Plan shall be based solely upon any contractual obligations
      that may be created pursuant to this Plan. No such obligation of the Company
      shall be deemed to be secured by any pledge of, or other encumbrance on, any
      property of the Company.

     

    
      
        
        

      

      
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    10.03.
      Rules
      of Construction

     

    Headings
      are given to the articles and sections of this Plan solely as a convenience
      to
      facilitate reference. The reference to any statute, regulation, or other
      provision of law shall be construed to refer to any amendment to or successor
      of
      such provision of law. Neither the Plan nor any Agreement shall be construed
      or
      interpreted with any presumption against the Company by reason of the Company
      causing the Plan or Agreement to be drafted. Whenever from the context it
      appears appropriate, any term stated in either the singular or plural shall
      include the singular and plural, and any term stated in the masculine, feminine
      or neuter gender shall include the masculine, feminine and neuter. 

     

    10.04.
      Tax
      Withholding and Reporting

     

    Unless
      an
      Agreement provides otherwise, each Participant shall be responsible for
      satisfying in cash or cash equivalent acceptable to the Committee any income
      and
      employment (including without limitation Social Security and Medicare) tax
      withholding obligations attributable to participation in the Plan and the grant
      or exercise of Options granted thereunder (including any such requirements
      under
      the laws of the P.R.C.). In accordance with procedures that the Committee
      establishes, the Committee, to the extent applicable law permits, may allow
      a
      Participant to pay the minimum required withholding obligations (i) by
      surrendering shares of Common Stock that the Participant already owns (but
      only
      for the minimum required withholding); (ii) by a cashless exercise through
      a
      broker; (iii) by such other medium of payment as the Committee in its discretion
      shall authorize or (iv) by any combination of the aforementioned methods of
      payment. The Company shall comply with all such reporting and other requirements
      relating to the administration of this Plan and the grant, exercise, vesting
      or
      payment of any Option hereunder as applicable law (including without limitation
      the laws of the P.R.C.) requires.

     

    10.05.
      Section
      409A of the Code

     

    Notwithstanding
      anything to the contrary contained herein, no Options granted under this Plan
      are intended to be deferred compensation within the meaning of Section 409A
      of
      the Code. Towards that end, all Options are intended to qualify for an exemption
      from Section 409A of the Code. The Plan will be administered and construed
      by
      the Committee in a manner to fulfill such intent. Notwithstanding the foregoing,
      the Company shall not be liable to any Participant if any Option fails to be
      exempt or in compliance with Section 409A of the Code.

     

    10.06.
      Reservation
      of Shares

     

    The
      Company, during the term of this Plan, shall at all times reserve and keep
      available such number of shares of Common Stock as shall be sufficient to
      satisfy the requirements of the Plan. Additionally, the Company, during the
      term
      of this Plan, shall use its best efforts to seek to obtain from appropriate
      regulatory agencies any requisite authorizations needed in order to issue and
      to
      sell such number of shares of Common Stock as shall be sufficient to satisfy
      the
      requirements of the Plan. However, the inability of the Company to obtain from
      any such regulatory agency the requisite authorizations the Company’s counsel
      deems to be necessary for the lawful issuance and sale of any shares of Common
      Stock hereunder, or the inability of the Company to confirm to its satisfaction
      that any issuance and sale of any shares of Common Stock hereunder will meet
      applicable legal requirements, shall relieve the Company of any liability in
      respect to the failure to issue or to sell such shares of Common Stock as to
      which such requisite authority shall not have been obtained.

     

    
      
        
        

      

      
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    10.07.
      Governing
      Law

     

    This
      Plan
      and all Options granted hereunder shall be governed by the laws of the State
      of
      Nevada, except to the extent federal law or the laws of the P.R.C.
      apply.

     

    10.08.
      Other
      Actions

     

    Nothing
      in the Plan shall be construed to limit the authority of the Company to exercise
      its corporate rights and powers, including, by way of illustration and not
      by
      way of limitation, the right to grant options, stock appreciation rights,
      restricted stock awards, incentive awards or restricted stock units for proper
      corporate purposes otherwise than under the Plan to any employee or to any
      other
      person, firm, corporation, association or other entity, or to grant options
      or
      assume options of any person in connection with, the acquisition, purchase,
      lease, merger, consolidation, reorganization or otherwise, of all or any part
      of
      the business and assets of any person, firm, corporation, association or other
      entity.

     

    10.09.
      Repurchase
      of Common Stock

     

    The
      Company or its designee may have the option and right to purchase any Option
      or
      any shares of Common Stock issued pursuant to any Option in accordance with
      the
      terms and conditions set forth in the applicable Agreement. However, shares
      of
      Common Stock repurchased pursuant to an Agreement will still be deemed issued
      pursuant to the Plan and will not be available for issuance pursuant to future
      Options under the Plan.

     

    
      
        
        

      

      
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    10.10.
      Other
      Conditions

     

    The
      Committee, in its discretion, may, as a condition to the grant, exercise or
      payment of an Option, require the Participant on or before the date of grant,
      exercise or payment of the Option to enter into (i) a covenant not to compete
      (including a confidentiality, non-solicitation, non-competition or other similar
      agreement) with the Company or any Affiliate, which may become effective on
      the
      date of termination of employment or service of the Participant with the Company
      or any Affiliate or any other date the Committee may specify and shall contain
      such terms and conditions as the Committee shall otherwise specify, (ii) an
      agreement to cancel any other employment agreement, service agreement, fringe
      benefit or compensation arrangement in effect between the Company or any
      Affiliate and such Participant and/or (iii) a stockholders’ agreement with
      respect to shares of Common Stock to be issued pursuant to the Option. If the
      Participant shall fail to enter into any such agreement at the Committee’s
      request, then no Option shall be granted, exercised or paid and the number
      of
      shares of Common Stock that would have been subject to such Option shall be
      added to the remaining shares of Common Stock available under the
      Plan.

     

    10.11.
      Forfeiture
      Provisions

     

    Notwithstanding
      any other provisions of the Plan or any Agreement, all rights to any Option
      that
      a Participant has will be immediately discontinued and forfeited, and the
      Company shall not have any further obligation hereunder to the Participant
      with
      respect to any Option and the Option will not be exercisable (whether or not
      previously exercisable) on and after the time the Participant is discharged
      from
      employment or service with the Company or any Affiliate for Cause.

     

    10.12.
      Repricing
      of Options

     

    Notwithstanding
      any other provisions of this Plan, this Plan does not permit (i) any repricing
      or decrease in the exercise price of any outstanding Options, (ii) the issuance
      of any replacement Options, which shall be deemed to occur if a Participant
      agrees to forfeit an existing Option in exchange for a new Option with a lower
      exercise price, or (iii) the Company to repurchase underwater or
      out-of-the-money Options, which shall be deemed to be those Options with
      exercise prices in excess of the current Fair Market Value of the shares of
      Common Stock underlying the Option, if such repurchase would be considered
      to be
      a repricing under United States Generally Accepted Accounting Principles.


     

    ARTICLE
      XI

    CLAIMS
      PROCEDURES 

     

    The
      Committee shall provide only those benefits to which the Committee in its sole
      discretion determines the Participant is entitled under the terms of the Plan
      and any applicable Agreement. If the Participant has not received the benefits
      to which the Participant believes he or she is entitled under such Option,
      then
      the Participant must submit a written claim for such benefits to the Committee
      within 90 days of the date the Participant tried to exercise the Option or
      the
      claim will be forever barred.

     

    
      
        
        

      

      
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    If
      a
      claim of a Participant is wholly or partially denied, the Participant or his
      duly authorized representative may appeal the denial of the claim to the
      Committee. Such appeal must be made within 30 days after the Participant
      receives written notice from the Company of the denial of the claim. In
      connection therewith, the Participant or his duly authorized representative
      may
      request a review of the denied claim, may review pertinent documents, and may
      submit issues and comments in writing. Upon receipt of an appeal, the Committee
      shall make a decision with respect to the appeal and, not later than 90 days
      after receipt of such request for review, shall furnish the Participant with
      the
      decision on review in writing, including the specific reasons for the decision
      written in a manner calculated to be understood by the Participant, as well
      as
      specific references to the pertinent provisions of the Plan upon which the
      decision is based.

     

    The
      Committee has the discretionary and final authority under the Plan to determine
      the validity of a claim. Accordingly, any decision the Committee makes on a
      Participant’s appeal will be administratively final. If a Participant disagrees
      with the Committee’s final decision, the Participant may sue, but only after the
      claim on appeal has been denied. Any lawsuit must be filed within 90 days of
      receipt of the Committee’s final written denial of the Participant’s claim or
      the claim will be forever barred.

     

    ARTICLE
      XII

    AMENDMENT 

     

    The
      Board
      may amend or terminate this Plan at any time; provided, however, that no
      amendment to the Plan may adversely impair the rights of a Participant with
      respect to outstanding Options without the Participant’s consent. In addition,
      an amendment will be contingent on approval of the Company’s stockholders, to
      the extent required by applicable law or by the rules of any stock exchange
      on
      which the Company’s securities are traded or if the amendment would (i) provide
      for additional types of awards under the Plan, (ii) increase the aggregate
      number of shares of Common Stock that may be issued under the Plan (other than
      as a result of Article VII) or (iii) modify the requirements as to eligibility
      for participation in the Plan. Additionally, to the extent required by the
      laws
      of the P.R.C., the Company shall notify the relevant authority of any amendment
      to the Plan.

     

    The
      Committee may amend any outstanding Options to the extent it deems appropriate;
      provided, however, that no amendment to an outstanding Option may adversely
      impair the rights of a Participant without the Participant’s consent.
      Notwithstanding the preceding sentence, however, the Committee may amend any
      outstanding Option without Participant consent if, as determined by the
      Committee in its sole discretion, such amendment is required to either (i)
      comply with Code Section 409A or (ii) prevent the Participant from being subject
      to any excise tax or penalty for failure to comply with, or be exempt from,
      Code
      Section 409A. Notwithstanding the foregoing, none of the Company and its
      Affiliates or the Committee shall be liable to any Participant if an Option
      is
      subject to Code Sections 409A or 280G or the Participant otherwise is subject
      to
      any excise tax or penalty under Code Sections 409A or 4999.

     

    
      
        
        

      

      
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    ARTICLE
      XIII

    DURATION
      OF PLAN 

     

    No
      Option
      may be granted under this Plan on and after November 30, 2017 (10 years
      following the effective date of the Plan). Options granted before that date
      shall remain valid in accordance with their terms. 

     

    ARTICLE
      XIV

    EFFECTIVE
      DATE OF PLAN 

     

    The
      Plan
      is effective on November 30, 2007, the date of adoption by the Board,
      contingent, however, on approval of the Plan by the Company’s stockholders
      within 12 months of such date. Options may be granted under this Plan as of
      the
      effective date, provided that no Option shall be effective or exercisable unless
      the Company’s stockholders approve the Plan within 12 months of the Board’s
      adoption of the Plan.

     

    
      
        
        

      

      
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