AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT

     

    THIS
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as
of June 4, 2008, by and among (i) (a) Fushi International, Inc., a Nevada
corporation (the “Company”), Fushi Holdings, Inc., a
Delaware corporation (“FHI”), Dalian Fushi Bimetallic
Manufacturing Company Limited, a limited liability company organized and
existing under the laws of the PRC (“Dalian
Fushi”), Fushi
International (Dalian) Bimetallic Cable Co., Ltd., a wholly foreign-owned
limited liability company organized and existing under the laws of the PRC (the
“WFOE”, and, together with the
Company, FHI and Dalian Fushi, the “Group
Companies”); (b)
Mr. Fu Li (the “Controlling
Shareholder”), a
resident of Dalian, Liaoning Province in the People’s Republic of China (the
“PRC”); and (c) Mr. Fu Li and Mr.
Chris Wang Wenbing, a resident of Dalian, Liaoning Province in the PRC (together
with Mr. Fu Li, the “Senior
Management”) and
(ii) Citadel Equity Fund Ltd. (“Citadel”). Capitalized terms
used herein but not otherwise defined herein shall have the respective meanings
set forth in the Notes Purchase Agreement (as defined below).

     

    WITNESSETH:

     

    WHEREAS,
the Group Companies and Citadel have entered into that certain Notes Purchase
Agreement dated as of January 24, 2007 (the “Notes
Purchase Agreement”), pursuant to which the
Company has agreed to issue to Citadel, and Citadel has agreed to purchase from
the Company, US$40,000,000 Guaranteed Senior Secured Floating Rate Notes due
2012 (the “HY
Notes”) and
US$20,000,000 3.0% Guaranteed Senior Secured Convertible Notes due 2012 (the
“Convertible
Notes”, and
together with the HY Notes, the “Notes”), which are convertible
into the Company’s common stock, par value $.006 (the “Common
Stock”, and,
together with the Notes, the “Securities”);

     

    WHEREAS,
in consideration of Citadel entering into the Notes Purchase Agreement, the
Company has agreed to provide certain rights set forth in the Investor Rights
Agreement dated as of the January 25, 2007 (the “Original
Agreement”)
and

     

    WHEREAS,
the parties to the Original Agreement desire to amend and restate the Original
Agreement in its entirety pursuant to the terms set forth in this
Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound by this agreement, agree to amend
and restate the Original Agreement in its entirety to read as
follows:

     

    1. Representations and
Warranties of the Group Companies, the Controlling Shareholder and the Senior
Management. Each of the Group Companies, the Controlling Shareholder and
the Senior Management, jointly and severally, represents and warrants
that:

     

    
      
         

      

      
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    1.1. (i)
The Controlling Shareholder is the beneficial owner, free and clear of all
Liens, of 11,988,242 shares of Common Stock (of record or through a brokerage
firm or other nominee arrangement), which constitutes 43.67% of the outstanding
voting power of the Company’s capital stock and (ii) Mr. Chris Wang Wenbing is
the beneficial owner, free and clear of all Liens, of 200,000 shares of Common
Stock (of record or through a brokerage firm or other nominee arrangement),
which constitutes 0.73% of the outstanding voting power of the Company’s capital
stock. The Controlling Shareholder is the beneficial owner, free and clear of
all Liens, of an aggregate of 87.73% of the equity interests of Dalian
Fushi.

     

    1.2. Each
of the Group Companies, the Controlling Shareholder and each member of the
Senior Management (each of the foregoing, a “Warrantor”) has full power and
authority to make, enter into and carry out the terms of this Agreement. This
Agreement has been duly executed and delivered by each Warrantor and constitutes
the legal, valid and binding obligations of such Warrantor enforceable against
such Warrantor in accordance with its terms.

     

    1.3. The
execution and delivery of this Agreement by each Warrantor do not, and the
performance of this Agreement by such Warrantor will not: (i) conflict with or
violate any law, rule regulation, order, decree or judgment applicable to any
Warrantor or by which any Warrantor or any of the properties of any Warrantor is
or may be bound or affected, or the Charter Documents of any Group Company; (ii)
result in or constitute (with or without notice or lapse of time) any breach of
or default under any contract to which any Warrantor is a party or by which any
Warrantor or any of the affiliates or properties of any Warrantor is or may be
bound or affected, or (iii) result in the creation of any encumbrance or
restriction on any of the shares of Common Stock or equity interests in any
other Group Company or properties of any Warrantor. The execution and delivery
of this Agreement by each Warrantor do not, and the performance of this
Agreement by each Warrantor will not, require any consent or approval of any
Person.

     

    1.4. Each
of the Group Companies (i) has been duly organized, is validly existing and is
in good standing under the laws of its jurisdiction of organization, (ii) has
all requisite power and authority to carry on its business and to own, lease and
operate its properties and assets, and (iii) is duly qualified or licensed to do
business and is in good standing as a foreign corporation or limited liability
company, as the case may be, authorized to do business in each jurisdiction in
which the nature of such business or the ownership or leasing of such properties
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on (A) the
properties, business, prospects, operations, earnings, assets, liabilities or
condition (financial or otherwise) of the Group Companies, taken as a whole, (B)
the ability of the Group Companies to perform their respective obligations under
any Document or (C) the validity of any of the Documents or the consummation of
any of the transactions contemplated therein (each, a “Material
Adverse Effect”).

     

    1.5.
Except as set forth on Schedule 1.5 of the
Disclosure Schedule, there are no outstanding (A) options, warrants or other
rights to purchase from any Group Company, (B) agreements, contracts,
arrangements or other obligations of any Group Company to issue, or (C) other
rights to convert any obligation into or exchange any securities for, in the
case of each of clauses (A) through (C), shares of capital stock of or other
ownership or equity interests in, any Group Company. Except as otherwise
contemplated by that certain voting agreement set forth in this Agreement, the
Company is not a party or subject to any agreement or understanding, and, to the
Company’s knowledge after due inquiry, there is no agreement or understanding
with any Person that affects or relates to (i) the voting or giving of written
consents with respect to any security of the Company (including, without
limitation, any voting agreements, voting trust agreements, shareholder
agreements or similar agreements) or the voting by a director of the Company or
(ii) the sale, transfer or other disposition with respect to any security of the
Company.

     

    
      
         

      

      
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    1.6. Each
of the HY Notes and the Convertible Notes, when issued, sold and delivered in
accordance with the terms thereof and for the consideration set forth herein,
will be free of restrictions on transfer, other than restrictions on transfer
under applicable state and federal securities laws. Assuming the accuracy of the
Purchaser’s representations in Section 6 of the Notes Purchase Agreement, the
Notes will be issued in compliance with applicable state and federal securities
laws. The HY Notes, when issued, will be in the form contemplated by the HY Note
Indenture, and the Convertible Notes, when issued, will be in the form
contemplated by the Convertible Note Indenture. Each of the HY Notes and the
Convertible Notes has been duly authorized by the Company and, when executed and
delivered by the Company, authenticated by the Trustee and delivered to the
Purchaser in accordance with the terms of the Notes Purchase Agreement and its
respective Indenture, such Notes will have been duly executed, issued and
delivered by the Company and will constitute legal, valid and binding
obligations of the Company, entitled to the benefits of its respective
Indenture, and enforceable against the Company in accordance with their terms,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally. The Guarantees have been duly authorized, and, when
the Notes have been duly executed, authenticated and issued in accordance with
the provisions of its respective Indenture and delivered to and paid for by the
Purchaser with the Guarantee endorsed thereon by the Guarantor, will constitute
the legal, valid and binding obligations of the Guarantor entitled to the
benefits of such Indenture.

     

    1.7. The
Conversion Shares have been duly and validly authorized for issuance by the
Company, and when issued pursuant to the terms of the Convertible Note
Indenture, will be validly issued, fully paid and non-assessable, not subject to
any preemptive or similar rights, free from all taxes, Liens, charges and
security interests with respect to the issuance thereof and free of restrictions
on transfer other than as expressly contemplated by the Documents.

     

    1.8.
Except as disclosed in the SEC Reports, there is no action, claim, suit, demand,
hearing, notice of violation or deficiency, or proceeding, domestic or foreign
(collectively, “Proceedings”), pending or, to the
knowledge of the Company, threatened, that seeks to restrain, enjoin, prevent
the consummation of, or otherwise challenges any of the Documents, any
Restructuring Agreement (considered alone or with other Restructuring
Agreements) or any of the transactions contemplated therein. Except as disclosed
in the SEC Reports, none of the Group Companies is subject to any judgment,
order or decree of which the Company has knowledge.

     

    1.9. Each
of the Group Companies has good and marketable title to all real property and
personal property owned by it, in each case free and clear of any Liens as of
the Closing Date, except such Liens as permitted under the Documents. For the
real property not owned by any of the Group Companies and currently used or
planned to be used for the business operations of the Group Companies, each of
such Group Companies has good and marketable title to all leasehold estates in
real and personal property being leased by it and, in each case free and clear
of all Liens as of the Closing Date.

     

    
      
         

      

      
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    1.10. All
Indebtedness represented by the Notes and the Guarantees is being incurred for
proper purposes and in good faith. Based on the financial condition of the
Company as of the Closing Date after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder, (i) the fair saleable
value of the Group Companies’ assets exceeds the amount that will be required to
be paid on or in respect of the Group Companies’ existing debts and other
liabilities (including contingent liabilities) as they mature; (ii) the present
fair saleable value of the assets of the Group Companies is greater than the
amount that will be required to pay the probable liabilities of the Group
Companies on their respective debt as they become absolute and mature, and (iii)
the Group Companies are able to realize upon their assets and pay their debt and
other liabilities (including contingent obligations) as they mature; (iv) the
Group Companies’ assets do not constitute unreasonably small capital to carry on
their respective businesses as now conducted and as proposed to be conducted
including their respective capital needs taking into account the particular
capital requirements of the business conducted by the Group Companies, and
projected capital requirements and capital availability thereof; and (v) the
current cash flow of each of the Group Companies, together with the proceeds the
Company would receive, were it to liquidate all of its assets, after taking into
account all anticipated uses of the cash, would be sufficient to pay all amounts
on or in respect of its liabilities when such amounts are required to be paid.
None of the Group Companies intends to incur debts beyond its ability to pay
such debts as they mature (taking into account the timing and amounts of cash to
be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it or any other Group
Company will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from the Closing Date.
For the purposes of this Agreement, “Indebtedness” shall mean (a) any
liabilities for borrowed money or amounts owed in excess of $75,000 (other than
trade accounts payable incurred in the ordinary course of business), (b) all
guaranties, endorsements and other contingent obligations in respect of
Indebtedness of others, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of
any lease payments in excess of $75,000 due under leases required to be
capitalized in accordance with GAAP. None of the Group Companies is, or is
reasonably likely to be, in default with respect to any Indebtedness and no
waiver of default is currently in effect. None of the Group Companies has agreed
or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien. None of the Group Companies is a party to, or
otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of any of the Group Companies, any agreement relating thereto or
any other agreement (including, but not limited to, its Charter Document) which
limits the amount of, or otherwise imposes restrictions on the incurring of,
Indebtedness of the Company.

     

    
      
         

      

      
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    2. Covenants and
Agreements.

     

    Unless
the context requires otherwise, each Group Company hereby covenants and agrees
as follows:

     

    2.1.
FCPA. Each
Group Company and the Controlling Shareholder shall, and shall cause each Group
Company, any of the Company’s Subsidiaries and their respective management to,
(i) comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (the “FCPA”), including, without
limitation, not making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to
pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of value to any “foreign
official” (as the term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention
of the FCPA, (ii) conduct each such company’s respective business in compliance
with the FCPA, and (iii) institute and maintain policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.

     

    2.2.
PFIC. No Group
Company shall, and the Controlling Shareholder shall cause each Group Company
not to, become a “passive foreign investment company” within the meaning of
Section 1297 of the U.S. Internal Revenue Code of 1986.

     

    2.3.
OFAC. Neither
any Group Company nor, to the knowledge of any Group Company, any director,
officer, agent, employee, Affiliate or Person acting on behalf of any Group
Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and no Group Company
shall, and the Controlling Shareholder shall cause each Group Company not to,
directly or indirectly use the proceeds of the sale of the Notes, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other Person or entity, for the purpose of financing the
activities of any Person currently subject to any U.S. sanctions administered by
OFAC.

     

    2.4.
Money Laundering
Laws. Each of the Group Companies shall, and the Controlling Shareholder
shall cause each Group Company to, conduct its operations at all times in
compliance with the money laundering statutes of applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any applicable governmental
agency.

     

    2.5.
Escrow
Agreements. The Company shall at all times comply with the terms and
conditions of the Offshore Escrow Agreement. The WFOE shall, and the Company and
FHI shall ensure that the WFOE shall, at all times comply with the terms and
conditions of the Onshore Escrow Agreement.

     

    
      
         

      

      
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    2.6.
Other
Covenants. As long as Citadel holds Convertible Notes then outstanding
(including the principal amount of the Convertible Notes converted into
Conversion Shares as if such conversion had not taken place and to the extent
such Conversion Shares are held by Citadel at the time of calculating such
percentage), the principal amount of which is at least 30% of the principal
amount of the Convertible Notes then outstanding (including the principal amount
of the Convertible Notes converted into Conversion Shares as if such conversion
had not taken place and to the extent such Conversion Shares are held by Citadel
at the time of calculating such percentage) (the “Minimum
Holdings”), each Group Company
hereby covenants and agrees as follows, unless Citadel otherwise provides prior
written consent in its sole discretion (the term “Subsidiary” as referred to in this
Agreement shall include any Subsidiary of the Company and Dalian
Fushi):

     

    
      (a) No
Group Company shall amend, alter, waive or repeal any provision of such Group
Company’s or its Subsidiaries’ certificate of incorporation, memorandum and
articles of association or any other organizational or constitutional documents
of such Group Company or its Subsidiaries in a manner that would have a material
adverse effect on the interests of Citadel.

       

      (b) The
Company shall retain independent public accountants (the “Accountants”) of recognized international
standing who shall certify the Company’s consolidated financial statements and
Dalian Fushi’s financial statements in case Dalian Fushi’s financials are not
consolidated into the Company’s financial statements according to GAAP, each at
the end of each fiscal year. In the event that the Accountants elect to
terminate their services to the Company, the Company shall provide Citadel with
a written notice prior to such resignation if reasonably practicable and if not,
promptly thereafter notify Citadel and in any event shall request the
Accountants to deliver to Citadel a letter from the Accountants setting forth
the reasons for the termination of their services. In the event of such
termination, the Company shall promptly thereafter engage another firm of
independent public accountants of recognized international standing to be the
new Accountants. In its notice to Citadel, the Company shall state whether the
change of Accountants was recommended or approved by the Company’s Board or any
committee thereof.

       

      (c) Each
Group Company shall use its best efforts to keep its properties and those of its
Subsidiaries in good repair, working order and condition, reasonable wear and
tear excepted, and from time to time make all needful and proper repairs,
renewals, replacements, additions and improvements thereto; and each Group
Company and its Subsidiaries shall at all times comply with each material
provision of all leases to which any of them is a party or under which any of
them occupies property if the breach of such provision might have a material and
adverse effect on the condition, financial or otherwise, or operations of such
Group Company and its Subsidiaries, taken as a whole.

       

      (d)
Except as otherwise decided in accordance with policies adopted by its Board,
each Group Company shall keep its assets and those of its Subsidiaries that are
of an insurable character insured by financially sound and reputable insurers
against loss or damage by fire, explosion and other risks customarily insured
against by companies in such Group Company’s line of business, and each Group
Company shall maintain, with financially sound and reputable insurers, insurance
against other hazards and risks and liability to Persons and property to the
extent and in the manner customary for companies in similar businesses similarly
situated.

       

      
        
           

        

        
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      (e) No
Group Company shall change the nature of operations or the business of such
Group Company and its Subsidiaries.

       

      2.7. Each
of the Company, Citadel and their respective Affiliates shall not directly or
indirectly transact, or induce or procure any other Person to transact, any
purchase or sale in any shares of Common Stock during the fifteen (15) Trading
Days (as defined in the CB Indenture) preceding the determination of any Trading
Reference VWAP (as defined in the CB Indenture).

       

      3. Right of First Refusal for
Future Securities Offerings.

       

      3.1.
Issuance
Notice. Subject to the terms and conditions of this Section and
applicable securities laws, if, following the date hereof and until December 31,
2010, the Company proposes to issue or sell any securities to a purchaser that
is not an Affiliate of the Company (the “Proposed
Third Party Purchaser”), the Company shall, not
less than fifteen (15) business days prior to the consummation of such issuance
or sale, offer such securities to Citadel as long as Citadel holds at least 10%
of the outstanding HY Notes, 20% of the outstanding Convertible Notes (including
the principal amount of the Convertible Notes that have been converted into
Conversion Shares as if such conversion had not taken place and to the extent
that such Conversion Shares are held by Citadel at the time of calculating such
percentage) or 3% of the total outstanding equity interest in the Company on a
fully-diluted basis (including, for the avoidance of doubt, any Conversion
Shares) (the “Alternative
Minimum Holding”)
by sending written notice (an “Issuance
Notice”) to
Citadel, which shall state (a) the identity of the Proposed Third Party
Purchaser, (b) a description of the securities to be issued or sold, including
detailed terms of such securities, (c) the amount of the securities proposed to
be issued to the Proposed Third Party Purchaser (the “Offered
New Securities”);
(d) the proposed purchase price for the Offered New Securities (the “Issuance
Price”); and (e)
the terms and conditions of such proposed sale. The Issuance Notice shall also
certify that the Company has received a firm offer from the Proposed Third Party
Purchaser and in good faith believes a binding agreement for the Offered New
Securities is obtainable on the terms set forth in the Issuance Notice. The
Issuance Notice shall also include a copy of any written proposal, term sheet or
letter of intent or other agreement or understanding relating to the Offered New
Securities and proof satisfactory to the Company that the Offered New Securities
will not violate any applicable securities laws. Upon delivery of the Issuance
Notice, such offer shall be irrevocable unless and until the rights of first
refusal provided for herein shall have been waived or shall have
expired.

       

      3.2.
Option;
Exercise. By notification to the Company within fifteen (15) business
days after the Issuance Notice is given, Citadel may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Issuance
Notice, up to all of the Offered New Securities. The closing of any sale
pursuant to this Section 3.2 shall
occur within sixty (60) days after the date on which such notification is given
by Citadel. Citadel (or its assignees) shall be entitled to apportion the rights
of first refusal hereby granted to it among itself and its Affiliates in such
proportions as it deems appropriate.

       

      3.3. If
less than all of the Offered New Securities are elected to be purchased or
acquired as provided in Section 3.2, the
Company may, during the thirty (30) day period following the expiration of the
15-day period provided in Section 3.2, offer
and sell the remaining unsubscribed portion of such securities to the Proposed
Third Party Purchaser in the Issuance Notice at a price not less than, and upon
terms no more favorable to the Proposed Third Party Purchaser than, those
specified in the Issuance Notice. If the Company does not enter into an
agreement for the sale of such securities within such period, or if such
agreement is not consummated within thirty (30) days after the execution
thereof, the right of first refusal provided hereunder shall be deemed to be
revived and such securities shall not be offered to a third party unless first
reoffered to Citadel in accordance with this Section.

       

      
        
           

        

        
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      4. Non-Competition.

       

      4.1.
Non-competition and
Non-solicitation. During the period commencing as of the date hereof and
until the fifth anniversary of the Closing Date (such period, the “Non-compete
Term”), each
member of the Senior Management hereby agrees that such Person will not, to the
extent permitted by applicable laws, directly or indirectly, engage in, or have
any interest in, any Person, firm, corporation, or business (whether as an
executive, officer, director, agent, security holder, consultant, investor or
similar position) that engages in a Competitive Business, or otherwise interfere
with the business of the Company or any Company Affiliates, including without
limitation:

       

      (a)
either on his own behalf or on behalf of any other Person, solicit business
similar to the Business from any customer, supplier, distributor of, or a Person
in a similar commercial relationship with, the Company or Company Affiliates;
or

       

      (b)
either on his own behalf or on behalf of any other Person, solicit, employ or
otherwise engage as an employee, independent contractor, or otherwise any Person
who is and was, at any time during one year prior to such solicitation,
employment or engagement, an employee of the Company or Company Affiliates, or
in any manner induce any employee of the Company or Company Affiliates to
terminate his or her employment therewith;

       

      Notwithstanding
the foregoing paragraphs of this Section:

       

      (i) Each
member of the Senior Management may own, as an investor, holdings as part of a
portfolio investment through mutual funds or other funds pooling investments in
different corporations (the stock of which is publicly traded) some of which may
be engaging in a Competitive Business, in each case when any and all the
investment and voting decisions with respect to such voting stock are made by
unaffiliated third party fund managers;

       

      (ii) Each
member of the Senior Management may continue his involvement as a shareholder,
officer and/or director of the entities as set forth in the Disclosure Schedules
to the Notes Purchase Agreement, which represents the pre-existing relationships
disclosed by the Company; and

       

      (iii)
Each member of the Senior Management may serve as a shareholder, director or
officer of any entity that is not engaged in a Competitive
Business.

       

      4.2.
Continued
Employment. Each member of the Senior Management agrees that during the
Non-compete Term to the extent permitted under applicable law, (a) except in the
event of an involuntary termination, he shall continue to provide the same
substantive services for the Company as he is responsible for on the date hereof
and, if applicable, to the other Group Companies or the Subsidiaries; and (b) he
shall not voluntarily resign as a director of the Company and, if applicable, to
the other Group Companies or the Subsidiaries.

       

      
        
           

        

        
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      4.3.
Confidentiality and
Other Covenants. Each member of the Senior Management agrees
that:

       

      (a) he
shall keep confidential any information, including Trade Secrets, relating to
the Company, Company Affiliates, and the Business (unless such disclosure is
permitted in writing by the Company, required under law or by order of any
governmental or regulatory authority, or relates to information already in the
public domain, or is rightfully obtained from a third party without breach of
any confidentiality obligation);

       

      (b) all
Work Product of any member of the Senior Management conceived (whether solely or
jointly with others) within the scope of his employment with the Company belongs
to the Company and any and all of his rights to such Work Product, to the extent
not yet assigned, are hereby assigned to the Company;

       

      (c) upon
the termination of his employment with the Company, at the request of the
Company, he shall return to the Company all of the Company’s proprietary items
in his possession or under his control and shall not retain any copies or other
physical embodiment of any of such items; and

       

      (d) upon
the termination of his employment with the Company, he shall not hold himself
out as an employee, agent or representative of the Company.

       

      4.4.
Termination.
The parties agree that the Non-Compete Term shall terminate, and this Section
shall be deemed terminated and of no further effect, without necessity of
further action by the parties hereto, upon the earlier to occur of (i) the
payment in full of the Notes on the latest maturity date of the Notes; or (ii)
the redemption or repurchase of the Notes in full by the Company, provided that the Non-Compete
Term shall continue for a period of no longer than five (5) years from the
Closing Date so long as Citadel holders the Alternative Minimum
Holding.

       

      4.5.
Definitions.
For the purpose of this Section, capitalized terms used in this Section shall
have the meanings set forth below:

       

      (a) “Business”
shall mean the manufacture and sale of bimetallic wire used in communications,
electrical transmission and other electrical products, services ancillary
thereto, and the sourcing and manufacture of raw materials and inputs for such
products.

       

      (b) “Company
Affiliate” shall
mean any entity engaged in the Business which is controlled by or under common
control with the Company, the Controlling Shareholder or any member of the
Senior Management.

       

      (c) “Competitive
Business” shall
mean any business that competes with the Business.

       

      
        
           

        

        
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      (d) “Trade
Secret” shall
mean any information, including, but not limited to, technical or non-technical
data, formulas, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans, actual or
future services, or lists of actual or potential customers or suppliers that (1)
derive economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other Persons who can
obtain economic value from their disclosure or use, and (2) are the subject of
efforts that are reasonable under the circumstances to maintain their
secrecy.

       

      (e) “Work
Product” shall
mean all intellectual property rights, including all Trade Secrets, U.S. and
international copyrights, patentable inventions, discoveries and improvements,
and other intellectual property rights, in any documentation, programming,
technology, or other work that relates to the business and interests of the
Company and that was or is conceived or developed by any member of the Senior
Management, or delivered by any member of the Senior Management to the Company
at any time during the term of such member of the Senior Management’s employment
with the Company.

       

      5. Indemnification.

       

      (a) In
addition to all rights and remedies available to Citadel at law or in equity,
each Group Company and the Controlling Shareholder shall jointly and severally
indemnify Citadel, and its Affiliates, stockholders, officers, directors,
employees, agents, representatives, successors and permitted assigns
(collectively, the “Indemnified
Parties”) and
save and hold each of them harmless against and pay on behalf of or reimburse
such party as and when incurred for any loss (including, without limitation,
diminutions in value), liability, demand, claim, action, cause of action, cost,
damage, deficiency, tax, penalty, fine or expense, whether or not arising out of
any claims by or on behalf of any third party, including interest, penalties,
reasonable attorneys’ fees and expenses and all reasonable amounts paid in
investigation, defense or settlement of any of the foregoing (collectively,
“Losses”) which any such party may
suffer, sustain or become subject to, as a result of, in connection with,
relating or incidental to or by virtue of:

       

      (i) any
misrepresentation or breach of a representation or warranty on the part of any
Warrantor herein;

       

      (ii) any
nonfulfillment or breach of any covenant or agreement on the part of any Group
Company, the Controlling Shareholder or any member of the Senior Management
herein; or

       

      (iii) any
action, demand, proceeding, investigation or claim by any third party
(including, without limitation, governmental agencies) against or affecting any
Group Company and/or its Affiliates or Subsidiaries which, if successful, would
give rise to or evidence the existence of or relate to a breach of (A) any of
the representations or warranties at the time made or (B) covenants of such Group
Company, the Controlling Shareholder or any member of the Senior
Management.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (b)
Notwithstanding the foregoing, and subject to the following sentence, upon
judicial determination, which is final and no longer appealable, that the act or
omission giving rise to the indemnification hereinabove provided resulted
primarily out of or was based primarily upon the Indemnified Party’s gross
negligence, fraud or willful misconduct (unless such action was based upon the
Indemnified Party’s reliance in good faith upon any of the representations,
warranties, covenants or promises made by any Warrantor herein) by the
Indemnified Party, neither any Group Company nor the Controlling Shareholder
shall be responsible for any Losses sought to be indemnified in connection
therewith, and each Group Company and the Controlling Shareholder shall be
entitled to recover from the Indemnified Party all amounts previously paid in
full or partial satisfaction of such indemnity, together with all costs and
expenses of such Group Company and the Controlling Shareholder reasonably
incurred in effecting such recovery, if any.

       

      (c) All
indemnification rights hereunder shall survive indefinitely, regardless of any
investigation, inquiry or examination made for or on behalf of or any knowledge
of Citadel and/or any of the other Indemnified Parties.

       

      (d) The
indemnity obligations that each Group Company and the Controlling Shareholder
has under this Section shall be in addition to any liability that such Group
Company and the Controlling Shareholder may otherwise have.

       

      6. Miscellaneous.

       

      6.1.
Termination.
Except for Sections 5 and 6,
which shall survive the termination of this Agreement, or as otherwise expressly
provided herein, this Agreement will be automatically terminated with no further
effect at such time that Citadel no longer holds at least the Alternative
Minimum Holding.

       

      6.2.
Specific
Enforcement. Upon a breach by the Controlling Shareholder, any member of
the Senior Management or any Group Company of this Agreement, in addition to any
such damages as Citadel is entitled to, directly or indirectly, by reason of
said breach, Citadel shall be entitled to injunctive relief against the
Controlling Shareholder or such member of the Senior Management or such Group
Company if such relief is applicable and available, as a remedy at law would be
inadequate and insufficient. Nothing in this Section shall be construed as
limiting Citadel’s remedies in any way.

       

      6.3.
Notices. All
notices, requests, consents and other communications hereunder shall be in
writing and shall be personally delivered or delivered by overnight courier or
mailed by first-class registered or certified mail, postage prepaid, return
receipt requested, or by facsimile transmission. Every notice hereunder shall be
deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, upon transmission by facsimile and
confirmed facsimile receipt, or two (2) days after the same shall have been
deposited with a reputable international overnight courier.

       

      (a) If to
Citadel, at its address as set forth in the Notes Purchase Agreement, or at such
other address as may have been furnished to the Company by it in
writing.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      (b) If to
the Controlling Shareholder or any member of the Senior Management, at the
address set forth on Schedule I to this
Agreement, or at such other address as may have been furnished to the Company by
it in writing.

       

      (c) If to
the Company at:

       

      Fushi
International, Inc.

      1 Shuang
Qiang Road

      Jinzhou,
Dalian

      People’s
Republic of China 116100

      Fax: +86
10 8447 8847

      Attention:
Mr. Chris Wenbing Wang

       

      with a
copy to:

       

      Guzov
Ofsink, LLC

      600
Madison Avenue

      New York,
New York 10022

      Fax: +1
212 688 7273

      Attention:
Darren L. Ofsink, Esq.

      


      6.4.
Amendments and
Waiver. Unless otherwise specifically stated herein, any term of this
Agreement may be amended with the written consent of the party against whom
enforcement may be sought and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively) by the Company and the Controlling Shareholder, in the case of
Citadel’s obligations, and by Citadel in the case of the obligations of any
other parties hereto. No waivers of or exceptions to any term, condition or
provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

       

      6.5.
Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.

       

      6.6.
Severability.
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement
to the extent permitted by law.

       

      6.7.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.

       

      6.8.
Successors and
Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall be binding upon, and inure to the benefit of, the
respective representatives, successors and assigns of the parties hereto. Unless
otherwise provided herein, Citadel may assign its rights hereunder to any of its
Affiliates (as defined below). For purposes of this Agreement, an “Affiliate” shall refer to: (i) any
Person directly or indirectly controlling, controlled by or under common control
with another Person, (ii) any Person owning or controlling 50% or more of the
outstanding voting securities of such other Person, (iii) any officer, director
or partner of such Person, (iv) a trust for the benefit of such Person referred
to in the foregoing clause (ii) of this definition.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      6.9.
Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

       

      [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the undersigned have executed this Investor Rights Agreement as
of the day and year written above.

       

       

      
        	 	      
                GROUP
      COMPANIES:

                


                Fushi
      International, Inc.

              	 
	
                 

              	 	 	 
	 	
                By:
      

              	/s/ Li
      Fu	 
	 	 	Name:
      Li Fu	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


      

       

      
        
          	 	      
                  Fushi
      Holdings, Inc.

                	 
	
                   

                	 	 	 
	 	
                  By:
      

                	/s/ Li
      Fu	 
	 	 	Name:
      Li Fu	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


        

         

        
          
            	 	      
                    Fushi
      International (Dalian) Bimetalic Cable Co.,
      Ltd.

                  	 
	
                     

                  	 	 	 
	 	
                    By:
      

                  	/s/ Li
      Fu	 
	 	 	Name:
      Li Fu	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


          

           

          
            
              	 	      
                      Dalian
      Fushi Bimetallic Manufacturing Co., Ltd.

                    	 
	
                       

                    	 	 	 
	 	
                      By:
      

                    	/s/ Li
      Fu	 
	 	 	Name:
      Li Fu	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


            

             

            
              
                	 	      
                        CONTROLLING
      SHAREHOLDER:

                      	 
	
                         

                      	 	 	 
	 	
                        By:
      

                      	/s/ Li
      Fu	 
	 	 	Mr. Fu Li, as
      Controlling Shareholder	 
	 	 	 	 
	 	 	 	 


              

               

              
                
                  	 	      
                          SENIOR
      MANAGEMENT:

                        	 
	
                           

                        	 	 	 
	 	
                          By:
      

                        	/s/ Li
      Fu	 
	 	 	Mr. Fu Li, as
      a member of the Senior	 
	 	 	Management	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
      Chris Wenbing Wang    	 
	 	 	Mr.
      Chris Wang Wenbing	 


                

                 

                
                  
                     

                  

                  
                    14

                    
                      

                    

                  

                  
                     

                  

                

              

            

          

        

      

           

      
        
          	      
                  Accepted
      and Agreed to:

                   

                  CITADEL
      EQUITY FUND LTD.

                	 
	 	 	 
	
                  By:
      

                	Citadel Limited
      Partnership, its Portfolio Manger	 
	 	 	 
	By:	 	 
	 	      
                  Name:

                  Title:  Authorized
      Signatory

                	 


        

      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

                                                                                                                       

      
        Schedule
I

       

      Addresses
of Controlling Shareholder and Senior Management

      


      c/o Fushi
International, Inc., 1 Shuang Quiang Road, Jinzhou, Dalian, People’s Republic of
China 116100, Fax: +86 10 8447 8847

       

      
        
           

        

        
          16