Execution
      Copy

     

    
      

      

    

     

    PAYING
      AND CONVERSION AGENCY AGREEMENT

    


     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.


    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    


    


    


    April
      12,
      2007

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    CONTENTS

     

    
      	
              Clause

            	 	 	
              Page

            
	
              1.

            	
              DEFINITIONS

            	 	
              1

            
	
              2.

            	
              APPOINTMENTS

            	 	
              2

            
	
              3.

            	
              AUTHENTICATION;
                TRANSFER OF GLOBAL CERTIFICATE

            	 	
              2

            
	
              4.

            	
              PAYMENT
                BY THE ISSUER

            	 	
              3

            
	
              5.

            	
              PAYMENT
                BY THE AGENTS

            	 	
              4

            
	
              6.

            	
              CONVERSION

            	 	
              6

            
	
              7.

            	
              EARLY
                REDEMPTION

            	 	
              11

            
	
              8.

            	
              CANCELLATION
                OF BONDS

            	 	
              12

            
	
              9.

            	
              ISSUE
                OF REPLACEMENT CERTIFICATES

            	 	
              13

            
	
              10.

            	
              DUTIES
                OF THE TRANSFER AGENTS IN RESPECT OF TRANSFERS

            	 	
              15

            
	
              11.

            	
              DUTIES
                OF THE REGISTRAR

            	 	
              15

            
	
              12.

            	
              DOCUMENTS
                AND CERTIFICATES FOR THE REGISTRAR

            	 	
              16

            
	
              13.

            	
              INFORMATION
                AND REGULATIONS CONCERNING THE BONDS

            	 	
              17

            
	
              14.

            	
              REMUNERATION

            	 	
              17

            
	
              15.

            	
              FUNDS
                HELD BY PRINCIPAL AGENT

            	 	
              18

            
	
              16.

            	
              MISCELLANEOUS

            	 	
              18

            
	
              17.

            	
              CHANGES
                IN AGENTS

            	 	
              22

            
	
              18.

            	
              NOTICES

            	 	
              24

            
	
              19.

            	
              GOVERNING
                LAW AND JURISDICTION

            	 	
              26

            
	
              20.

            	
              COUNTERPARTS

            	 	
              27

            
	
              21.

            	
              TERMINATION
                OF THIS AGREEMENT

            	 	
              27

            
	
              22.

            	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT 1999

            	 	
              27

            
	
              23.

            	
              INVALIDITY

            	 	
              27

            
	
              EXHIBIT
                A CONVERSION NOTICE

            	 	
              29

            
	
              EXHIBIT
                B CONVERSION AGENT NOTIFICATION

            	 	
              32

            
	
              EXHIBIT
                C NOTIFICATION FROM ISSUER

            	 	
              34

            
	
              EXHIBIT
                D REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION OF
                BONDS

            	 	
              36

            
	
              EXHIBIT
                E FORM OF BONDHOLDER REDEMPTION NOTICE

            	 	
              38

            
	
              EXHIBIT
                F FORM OF BONDHOLDER’S TAX ELECTION NOTICE

            	 	
              40

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    THIS
      PAYING AND CONVERSION AGENCY AGREEMENT
      (this
“Agreement”)
      is
      made on April 12, 2007

     

    AMONG:

     

    
      	
              (1)

            	
              CHINA
                ARCHITECTURAL ENGINEERING, INC.,
                a company incorporated under the laws of the State of Delaware whose
                registered office is at 2711
                Centerville Road, Suite 400, Wilmington, Delaware 19808, c/o Corporation
                Service Company (the
                “Issuer”);
                

            


    

     

    
      	
              (2)

            	
              THE
                BANK OF NEW YORK, LONDON BRANCH
                at
                its specified office at 40th Floor, One Canada Square, London, E14
                5AL,
                United Kingdom as principal paying, conversion and transfer agent
                (the
                “Paying
                Agent”,
                “Conversion
                Agent”,
                “Transfer
                Agent”,
                as applicable, and collectively, the “Principal
                Agent”
                which expression shall, unless the context otherwise requires, include
                its
                successors as such principal paying, conversion and transfer agent,
                which
                expression shall, unless the context otherwise requires, include
                any
                future agent appointed in accordance with this Agreement);
                

            


    

     

    
      	
              (3)

            	
              THE
                BANK OF NEW YORK
                at
                its specified office at 101 Barclay Street, 21st Floor, New York,
                NY
                10286, United States of America as registrar (the “Registrar”,
                which expression shall, unless the context otherwise requires, include
                its
                successors as such registrar); and

            


    

     

    
      	
              (4)

            	
              THE
                BANK OF NEW YORK, LONDON BRANCH
                at
                its specified office at 40th Floor, One Canada Square, London, E14
                5AL,
                United Kingdom, as trustee for the persons for the time being holding
                the
                Bonds referred to below (the “Trustee”,
                which expression shall include its successors as such trustee or
                any joint
                trustee).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
                Issuer has agreed to issue US$10,000,000 Variable Rate Convertible
                Bonds
                due 2012 of the Issuer (the “Bonds”)
                which will be convertible at the option of the holder thereof into
                fully
                paid shares of common stock of par value of US$0.001 each (the
                “Shares”)
                that will be listed on the American Stock Exchange (the “AMEX”).

            


    

     

    
      	
              (B)

            	
              The
                Bonds are to be constituted by a trust deed (the “Trust
                Deed”)
                dated April 12, 2007 and made between the Issuer and the
                Trustee.

            


    

     

    
      	
              (C)

            	
              The
                Bonds will be issued in registered form in the denomination of US$1,000
                each.

            


    

     

    NOW
      IT IS HEREBY AGREED
      as
      follows:

     

    
      	
              1.

            	
              
                DEFINITIONS

              

            


    

     

    Terms
      defined or construed in the Bonds or the Trust Deed shall, unless the context
      otherwise requires, have the same meanings when used herein. In
      addition:

     

    “Agents”
means
      the Principal Agent, the Registrar and the other paying, conversion and transfer
      agents referred to above;

     

    “Alternative
      Clearing System”
means
      a
      clearing system as shall have been designated by the Issuer and approved by
      the
      Trustee;


    
      
        
        

      

      
        1

        
          

        

      

       

    

     

    “Business
      Day”
means
      a
      day (other than a Saturday, Sunday or a public holiday) on which commercial
      banks and foreign exchange markets are open for business in New York, England
      and the city in which the specified office of the Principal Agent is
      located;

     

    “Register”
has
      the
      meaning set out in Clause 11.1; and

     

    any
      “successor”
to
      an
      Agent means a successor to that Agent appointed at its specified office in
      accordance with the terms of this Agreement.

     

    
      	
              2.

            	
              
                APPOINTMENTS

              

            


    

     

    The
      Issuer appoints the Agents as its agents in respect of the Bonds in accordance
      with the provisions of the Conditions and this Agreement at their respective
      offices referred to in this Agreement and the Agents accept such appointments.
      Subject as provided in Clause 17, references to the Agents are to them acting
      solely through their respective specified offices. The obligations and duties
      of
      the Agents under this Agreement are several and not joint.

     

    
      	
              3.

            	
              
                AUTHENTICATION;
                  TRANSFER OF GLOBAL
                  CERTIFICATE

              

            


    

     

    
      	
              3.1

            	
              The
                Global Certificate 

            


    

     

    Immediately
      before issuance, the Issuer shall deliver to the Registrar a duly executed
      Global Certificate representing the Bonds. The Registrar (or its agent on its
      behalf) shall authenticate the Global Certificate upon the written order of
      the
      Issuer and arrange for its delivery to a common depositary for Euroclear and
      Clearstream.

     

    Title
      to
      the Bonds evidenced by the Global Certificate may be registered in the name
      of,
      and the Global Certificate may be deposited with, such Alternative Clearing
      System other than Euroclear or Clearstream (or a nominee thereof) as the Issuer
      may from time to time designate with the prior written approval of the Trustee,
      and shall bear such legend as may be appropriate.

     

    
      	
              3.2

            	
              Transfers
                of Interests in the Global
                Certificate

            


    

     

    Any
      transfer or exchange of an interest in the Bonds evidenced by the Global
      Certificate shall be effected in accordance with the rules and procedures of
      Euroclear or Clearstream, or any relevant Alternative Clearing System, as
      applicable.

     

    
      	
              3.3

            	
              Exchange
                of Interests in the Global Certificate for Definitive
                Certificates

            


    

     

    
      	 	
              (a)

            	
              Definitive
                Certificates in respect of interests in any Bonds will not be issued
                in
                exchange for interests in the Bonds evidenced by the Global Certificate
                except in the circumstances provided in Clause 3.3(b), provided that,
                in
                the event that the Issuer designates an Alternative Clearing System
                and
                such designation is approved in writing by the Trustee, title to
                all or
                some of the Bonds may be transferred to an Alternative Clearing System
                or
                its nominee and definitive Certificates may be issued to evidence
                such
                transfer.

            


    

     

    
      	 	
              (b)

            	
              In
                the event that either Euroclear or Clearstream (or any Alternative
                Clearing System on behalf of which the Bonds evidenced by the Global
                Certificate may be held) is closed for business for a continuous
                period of
                fourteen (14) days (other than by reason of holidays, statutory or
                otherwise) or announces an intention permanently to cease business
                or does
                in fact do so, the Issuer will cause sufficient definitive Certificates
                to
                be executed and delivered to the Registrar in sufficient quantities
                as
                advised by the Registrar and the Registrar will authenticate the
                same for
                despatch to individual Bondholders in accordance with the Conditions,
                Clause 3.3(c) and Exhibit D hereto.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Upon
                one (1) of the events set forth in Clause 3.3(b) occurring, a holder
                of
                Bonds represented by the Global Certificate will provide the Registrar
                with a written order containing instructions and such other information
                as
                the Issuer and the Registrar may require to complete, execute and
                deliver
                such definitive Certificates.

            


    

     

    
      	 	
              (d)

            	
              Upon
                receipt of the Certificates referred to in Clause 3.3(b) and the
                written
                order referred to in Clause 3.3(c), the Registrar shall arrange for
                the
                execution and delivery to or upon the order of the person or persons
                named
                in such order of an individual definitive Certificate representing
                Bonds
                registered in the name or names requested by such person or persons
                and
                the Registrar shall alter the entries in the Register in respect
                of the
                Bonds accordingly. Payment will only be made to the person whose
                name
                appears on the Register.

            


    

     

    
      	
              3.4

            	
              Transfer
                or Exchange of Definitive
                Certificates

            


    

     

    Subject
      to the provisions of this Clause 3 and Exhibit D, the holder of Bonds
      represented by definitive Certificates may transfer or exchange such Bonds.
      Subject to compliance with such provisions, the relevant Transfer Agent and
      the
      Registrar shall register the transfer of Bonds represented by definitive
      Certificates in accordance with Clauses 10 and 11 below.

     

    
      	
              3.5

            	
              Proxies
                and Authorisations

            


    

     

    Subject
      to the provisions of this Agreement, the registered holder of Bonds represented
      by the Global Certificate may grant proxies and otherwise authorise any person,
      including participants in Euroclear and Clearstream and persons that may hold
      interests through such participants, to take any action that a holder is
      entitled to take under this Agreement or the Bonds.

     

    
      	
              3.6

            	
              No
                Transfer Periods

            


    

     

    Notwithstanding
      anything herein to the contrary, no Bondholder may require the transfer of
      a
      Bond during the periods set forth in Condition 4(E).

     

    
      	
              4.

            	
              
                PAYMENT
                  BY THE ISSUER

              

            


    

     

    
      	
              4.1

            	
              Payment
                to the Principal Agent

            


    

     

    In
      order
      to provide for the payment of the principal, premium, interest and/or default
      interest (if any) in respect of the Bonds as the same shall become due, the
      Issuer shall, by 12:00 noon (New York time), unconditionally pay or procure
      to
      be paid, to the Principal Agent:

     

    
      	 	
              (a)

            	
              on
                maturity or early redemption of any Bonds in an account specified
                by the
                Principal Agent for value at least one (1) Business Day prior to
                the
                redemption date thereof (or, in the case of the Bonds becoming due
                and
                payable pursuant to Condition 11, forthwith upon being required by
                the
                Trustee so to make such payment), an amount sufficient (together
                with any
                funds then held by the Principal Agent which are available for such
                purpose) to pay the amount due on redemption of all Bonds so to be
                redeemed (or the amount due pursuant to Condition 11);
                and

            


    


    
      
        
        

      

      
        3

        
          

        

      

       

    

     

    
      	 	
              (b)

            	
              for
                value at least one (1) Business Day before each due date for the
                payment
                of interest or other sums payable in respect of the Bonds in accordance
                with the Conditions, other than sums referred to in sub-Clause 4.1(a)
                above, an amount sufficient (together with any funds then held by
                the
                Principal Agent which are available for such purpose) to pay the
                interest
                or other sums payable then becoming due on the outstanding
                Bonds.

            


    

     

    All
      amounts deposited with the Trustee or any Paying Agent for the payment of Bonds
      to the Bondholders but which have not been so paid due to the subsequent
      conversion of such Bonds or otherwise shall be immediately returned to the
      Issuer upon the Issuer’s written request, provided that no interest shall accrue
      on such amounts and be payable to the Issuer by the Trustee or any Paying
      Agent.

     

    
      	
              4.2

            	
              Notification
                of payment

            


    

     

    The
      Issuer shall procure that on or before 12:00 noon (New York time) on the second
      Business Day prior to each due date for payment of principal, premium, interest
      and/or default interest in respect of the Bonds, the bank through which such
      payment is to be made will send to the Principal Agent confirmation that it
      has
      received from the Issuer an irrevocable instruction to make the relevant payment
      (by SWIFT). 

     

    In
      this
      Clause 4, the date on which a payment in respect of the Bonds becomes due means
      the first date on which the holder of a Bond could claim the relevant payment
      by
      transfer to an account under the Conditions, but disregarding the necessity
      for
      it to be a Business Day in any particular place of presentation.

     

    
      	
              4.3

            	
              Notification
                in the event of
                non-payment

            


    

     

    The
      Principal Agent shall forthwith notify (in writing and by facsimile
      transmission) the Trustee, the other Agents and the Issuer if it has not, by
      10:00 a.m. (New York time) on the due date for payment of principal, premium,
      interest and/or default interest (if any) on the Bonds or any of them, received
      unconditionally in the manner provided in this Clause 4 the full amount of
      the
      moneys payable on such due date on or in respect of all such Bonds, as the
      case
      may be.

     

    
      	
              5.

            	
              
                PAYMENT
                  BY THE AGENTS

              

            


    

     

    
      	
              5.1

            	
              Payment

            


    

     

    Unless
      the Paying Agents receive a notification from the Principal Agent under Clause
      4.3, they will, subject to and in accordance with the Conditions, pay or cause
      to be paid on behalf of the Issuer on and after each due date therefor the
      amounts due in respect of the Bonds and will be entitled to claim any amounts
      so
      paid from the Principal Agent. If any payment provided for in Clause 4.1 is
      made
      late but otherwise in accordance with this Agreement, the Paying Agents will
      nevertheless make such payments in respect of the Bonds. However, unless and
      until the full amount of any such payment has been made to the Principal Agent,
      none of the Paying Agents will be bound to make such payments until either
      the
      Principal Agent has received the full amount of moneys then due and payable
      in
      respect of the Bonds or other arrangements satisfactory to the Principal Agent
      have been made. If payment of any amount is made to the Principal Agent later
      than the due date for payment of such amount to the Bondholders, the Principal
      Agent shall as soon as practicable after receipt thereof give notice to the
      Bondholders in accordance with Condition 18 that such payment has been made.
      All
      payments to be made by the Paying Agents hereunder shall be made without
      charging any commission or fee to the Bondholders. Nothing contained herein
      shall require a Paying Agent to make a payment unless and until the Paying
      Agent
      has received immediately available funds sufficient to make said
      payment.


    
      
        
        

      

      
        4

        
          

        

      

       

    

     

    
      	
              5.2

            	
              Reimbursements
                of Agents

            


    

     

    The
      Principal Agent will on demand promptly reimburse each Paying Agent for payments
      in respect of the Bonds made by it in accordance with the Conditions and this
      Agreement. The Issuer shall on demand by the Principal Agent reimburse the
      Principal Agent for the relevant amount and pay interest to the Principal Agent
      on such amount that is outstanding from the date on which it is paid out by
      that
      Paying Agent to the date of reimbursement by the Issuer at the rate per annum
      then prevailing at the date of such funding equal to the cost to the relevant
      Paying Agent of funding the amount paid out plus two percent (2%) per annum
      as
      certified by the Principal Agent.

     

    
      	
              5.3

            	
              Method
                of payment to Principal
                Agent

            


    

     

    All
      sums
      payable to the Principal Agent hereunder will be paid in United States dollars
      and in immediately available or same day funds to such account, with such bank
      in New York City as the Principal Agent may from time to time notify in advance
      to the Issuer in writing.

     

    
      	
              5.4

            	
              Surrender
                of Certificates to Paying
                Agents

            


    

     

    The
      Paying Agents shall accept surrender of Certificates from Bondholders as a
      condition precedent to payment of principal and premium (if any) in accordance
      with the Conditions. At close of business on the second business day (as defined
      in Condition 8(F)) before the due date for payment in respect of Bonds, and,
      if
      Certificates are surrendered later than that, on any business day (as defined
      in
      Condition 8(F)) thereafter on which Certificates are surrendered, each Paying
      Agent to whom Certificates have been surrendered will notify the Registrar
      and
      the Principal Agent of the identifying numbers of Certificates surrendered
      to it
      at that time. Each Paying Agent will cancel Certificates surrendered to it
      and
      forward the cancelled Certificates to the Principal Agent for
      destruction.

     

    
      	
              5.5

            	
              Fees
                and expenses of the Agents

            


    

     

    The
      Principal Agent will account to each of the other Agents for their fees and
      expenses in respect of the services performed by them under this Agreement
      promptly after receipt thereof from the Issuer and the Issuer shall have no
      responsibility for the apportionment of any such payments.


    
      
        
        

      

      
        5

        
          

        

      

       

    

     

    
      	
              5.6

            	
              Agents
                of the Trustee 

            


    

     

    The
      Principal Agent, the Registrar or the other Agents shall, on demand by the
      Trustee by notice in writing given to them at any time after any Event of
      Default or Potential Event of Default has occurred, until notified by the
      Trustee to the contrary, so far as permitted by applicable law:

     

    
      	 	
              (a)

            	
              act
                thereafter as agents of the Trustee under the Trust Deed and the
                Bonds on
                the terms of this Agreement (with consequential amendments as necessary
                and except that the Trustee’s liability for the indemnification,
                remuneration and all other expenses of the Agents and the Registrar
                will
                be limited to the amounts for the time being held by the Trustee
                in
                respect of the Bonds on the trust of the Trust Deed) and thereafter
                hold
                all Certificates and all moneys, documents and records held by them
                in
                respect of the Bonds to the order of the Trustee;
                and/or

            


    

     

    
      	 	
              (b)

            	
              deliver
                up all Certificates and all moneys, documents and records held by
                them in
                respect of the Bonds to the Trustee or as the Trustee shall direct
                in such
                notice or subsequently, provided that this Clause 5.6(b) shall not
                apply
                to any documents or records which the Principal Agent, the Registrar
                or
                the relevant Agent is obliged not to release by any law or regulation
                to
                which it is subject.

            


    

     

    
      	
              5.7

            	
              Notices
                of change of the Trustee

            


    

     

    The
      Issuer shall forthwith give notice to the Principal Agent of any change in
      the
      person or persons who act as the Trustee under the Trust Deed.

     

    
      	
              6.

            	
              Conversion

            


    

     

    
      	
              6.1

            	
              
                CONVERSION
                  DUTIES OF CONVERSION
                  AGENTS

              

            


    

     

    The
      Conversion Agent shall during normal business hours (local time in the place
      where the specified office of the relevant Conversion Agent is located) (a)
      accept deposit on behalf of the Issuer of (i) any Certificates in respect of
      Bonds which the holder(s) thereof desires to convert (and in respect of which
      Bond a Conversion Notice is deposited with that Conversion Agent prior to the
      Conversion Date) together with a Conversion Notice (in duplicate) duly completed
      and signed (where necessary) or (ii) in the case of Bonds represented by the
      Global Certificate, a Conversion Notice only (which may, in such case, be
      delivered by facsimile transmission), together, in each case of (i) and (ii),
      with any amount payable by the relevant holder under Condition 6(B)(ii); and
      (b)
      the Issuer shall pay all stamp, issue, documentary, transfer, registration,
      excise or other taxes or duties (if any) specified in the Trust Deed or the
      Bonds to be payable by the Issuer. The Conversion Agent shall be entitled to
      assume, without duty to enquire, each converting Bondholder has, as a condition
      precedent to exercising its Conversion Right, paid all stamp, issue,
      registration, and similar taxes or duties or transfer costs (if any) (other
      than
      any amounts payable by the Issuer in accordance with the Conditions) which
      it is
      required to pay in accordance with the Conditions (including without limitation,
      Condition 6(B)(ii)). Once deposited, a Conversion Notice may not be withdrawn
      without the written consent of the Issuer (with a copy of such consent together
      with the relevant Conversion Notice sent to the relevant Conversion Agent at
      the
      same time).


    
      
        
        

      

      
        6

        
          

        

      

       

    

     

    
      	
              6.2

            	
              Global
                Certificate

            


    

     

    Conversion
      Rights attaching to the Bonds represented by the Global Certificate shall be
      exercised in the manner set out herein and in the Conditions, provided
      that:

     

    
      	 	
              (a)

            	
              the
                Global Certificate need not be deposited with the Conversion Agent
                together with the relevant Conversion
                Notice;

            


    

     

    
      	 	
              (b)

            	
              the
                Conversion Notice for Bonds represented by the Global Certificate
                may be
                completed and deposited by or on behalf of an account holder of
                Clearstream or Euroclear or an Alternative Clearing System in which
                the
                Bond to be converted is held at such time, which has an interest
                in such
                Bonds;

            


    

     

    
      	 	
              (c)

            	
              Bonds
                which have been converted will be rendered void forthwith and the
                Global
                Certificate shall be annotated accordingly without cancellation of
                the
                Global Certificate; and

            


    

     

    
      	 	
              (d)

            	
              the
                holding of an interest in Bonds by an account holder of Clearstream
                or
                Euroclear or an Alternative Clearing System in which the Bonds are
                held at
                such time in respect of which the Conversion Rights are exercised
                will be
                confirmed by the relevant clearing system with the Conversion
                Agent.

            


    

     

    
      	
              6.3

            	
              Certificates
                held by Conversion Agents

            


    

     

    On
      deposit of a Certificate and a Conversion Notice (in duplicate) in accordance
      with Clause 6.1, the Certificate and the Conversion Notice so deposited shall
      be
      deemed to be held by the Conversion Agent as the agent of the Issuer. The
      Conversion Agent shall cancel forthwith upon the Conversion Date the
      Certificates representing the Bonds and (unless the Conversion Agent is also
      the
      Principal Agent) despatch such cancelled Certificates promptly to or to the
      order of the Principal Agent or its designated agent, together with a
      certificate stating the identifying numbers of the Bonds in respect of which
      the
      relevant Certificates have been delivered and the identifying numbers of the
      relevant Certificates.

     

    
      	
              6.4

            	
              Notification
                by Conversion Agents

            


    

     

    
      	 	
              (a)

            	
              Immediately
                following deposit of a Certificate (if applicable) and Conversion
                Notice
                in accordance with Clause 6.1 and payment of any required amount
                by
                Bondholders in accordance with Condition 6(B)(ii), the Conversion
                Agent
                with which they were deposited shall verify that the Conversion Right
                is
                exercisable and that the Conversion Notice (in duplicate) has been
                duly
                completed in relation to the Bonds, which are the subject of the
                purported
                conversion, in accordance with its terms and purports to have been
                signed
                by or on behalf of the Bondholder named therein and that the Conversion
                Notice is accompanied by all Certificates (if applicable) to which
                it
                relates. Following receipt of original Conversion Notices in accordance
                with this Clause 6.4, and notwithstanding the provisions of Clause
                6.4(c)(iii) below, the Principal Agent will send by post to the Issuer
                the
                original Conversion Notice (if applicable) as soon as reasonably
                practicable following any such request by the Issuer. For avoidance
                of
                doubt, the Conversion Agent should have no responsibility in respect
                to
                the Conversion Notice which is not duly completed and signed in accordance
                with Clause 6.1.

            


    


    
      
        
        

      

      
        7

        
          

        

      

       

    

     

    
      	 	
              (b)

            	
              As
                soon as reasonably practicable following receipt of the Conversion
                Notice
                by a Conversion Agent other than the Principal Agent and the fulfilment
                of
                the conditions in Clause 6.4(a), such Conversion Agent
                shall:

            


    

     

    
      	 	
              (i)

            	
              send
                by facsimile transmission a copy of such Conversion Notice to the
                Principal Agent and the Issuer;

            


    

     

    
      	 	
              (ii)

            	
              cancel
                forthwith upon the Conversion Date all Certificates delivered with
                such
                Conversion Notice and despatch such cancelled Certificates promptly
                (together with a certificate stating the certificate numbers of the
                Bonds
                so delivered), to or to the order of the Principal Agent or its designated
                agent, who shall destroy such cancelled Certificates;
                and

            


    

     

    
      	 	
              (iii)

            	
              despatch
                as soon as practicable and in any event within five (5) days after
                the
                Conversion Date by post, the original Conversion Notice (if applicable)
                to
                the Principal Agent.

            


    

     

    
      	 	
              (c)

            	
              Upon
                receipt of the Conversion Notice and in any event no later than five
                (5)
                Business Days following such receipt by the Principal Agent (either
                as a
                result of deposit of the original by a converting Bondholder with
                the
                Principal Agent in its capacity as Conversion Agent or as a result
                of
                receipt of the facsimile of such Conversion Notice pursuant to Clause
                6.4(b)(i) above) and fulfilment of the conditions in Clause 6.4(a),
                the
                Principal Agent in its capacity as Conversion Agent
                shall:

            


    

     

    
      	 	
              (i)

            	
              notify
                the Issuer in the manner specified in Exhibit B hereto (a “Conversion
                Agent Notification”)
                by facsimile transmission, of the following (together with a copy
                of the
                Conversion Notice(s)):

            


    

     

    
      	 	
              (A)

            	
              the
                total number, the aggregate principal amount of all Bonds deposited
                on the
                same occasion by the same Bondholder which are to be converted, the
                number
                of Shares issuable upon conversion and the name and address of such
                Bondholder;

            


    

     

    
      	 	
              (B)

            	
              the
                name and address of the person in whose name the Shares issuable
                upon
                conversion are to be registered;
                and

            


    

     

    
      	 	
              (C)

            	
              the
                Conversion Date and the Conversion Price in respect of such
                conversion;

            


    

     

    
      	 	
              (ii)

            	
              (where
                the Conversion Agent with which the Certificate is deposited is itself
                the
                Principal Agent) cancel forthwith upon the Conversion Date all
                Certificates delivered with such Conversion Notice and procure the
                destruction of such cancelled Certificates, unless notified otherwise
                by
                the Issuer at least five (5) Business Days prior to such Conversion
                Date;

            


    

     

    
      	 	
              (iii)

            	
              despatch
                as soon as practicable and in any event within five (5) days after
                the
                Conversion Date the original Conversion Notice (if applicable) to
                the
                Issuer; and

            


    


    
      
        
        

      

      
        8

        
          

        

      

       

    

     

    
      	 	
              (iv)

            	
              without
                any further notice or confirmation from the Issuer, and in any event
                no
                later than the Conversion Date, instruct the Registrar to remove
                the name
                of the relevant Bondholder from the Register or reduce the corresponding
                principal amount of Bonds registered as being represented by the
                Global
                Certificate, where appropriate.

            


    

     

    
      	 	
              (d)

            	
              Where
                a Conversion Notice is received which requires the Shares (or other
                securities, property or cash) issuable on conversion of the Bonds
                to which
                it relates to be dealt with in different ways for specified principal
                amounts (which must be US$1,000) of Bonds, the Principal Agent receiving
                the Conversion Notice may, and if requested by the Bondholder depositing
                the Conversion Notice, shall, treat each specified principal amount
                of
                Bonds as if it were subject to its own Conversion Notice and prepare
                and
                send the details referred to in Clause 6.4(c) separately for each
                such
                specified principal amount (and, for the avoidance of doubt so they
                are
                not aggregated for the purpose of calculating the number of Shares,
                or
                amount of other property, issuable on
                conversion).

            


    

     

    
      	
              6.5

            	
              Delivery
                by the Issuer 

            


    

     

    
      	 	
              (a)

            	
              Within
                ten (10) Business Days after the receipt of the relevant Conversion
                Agent
                Notification, the Issuer will forthwith send notification (in the
                manner
                specified in Exhibit C hereto) by facsimile to the Conversion Agent
                which
                has initially received the relevant Conversion Notice (and will send
                a
                copy to the Principal Agent (if it is not the Agent which received
                the
                relevant Conversion Notice) and the Registrar), in the case of a
                Bond in
                respect of which the Conversion Right has been exercised and in respect
                of
                which a Conversion Notice was deposited, confirming that delivery,
                despatch or payment in accordance with such Conversion Notice (or
                otherwise in accordance with the converting Bondholder’s instructions) of
                the certificate or certificates for the relevant Shares and/or securities,
                property or cash required to be delivered and/or paid upon conversion
                has
                been or will be made.

            


    

     

    
      	 	
              (b)

            	
              In
                addition, upon delivery and despatch of the certificate(s) for the
                relevant Shares issued on conversion or delivery of the relevant
                Shares to
                the converting Bondholder, the Issuer shall send confirmation by
                facsimile
                to the Conversion Agent which has sent the relevant Conversion Notice
                (and
                will send a copy to the Principal Agent and the Registrar) that the
                converting Bondholder or other person nominated in the Conversion
                Notice
                has been registered as the owner of the relevant Shares issued on
                conversion.

            


    

     

    
      	 	
              (c)

            	
              Promptly
                upon receipt of the confirmation referred to in Clause 6.5(b) of
                registration in the register of shareholders or notification that
                cash has
                been paid upon conversion (but not before), the Registrar shall remove
                the
                name of the relevant Bondholder from the Register, or reduce the
                number of
                Bonds of which it is registered as owner, as
                appropriate.

            


    

     

    
      	
              6.6

            	
              Issuer
                to provide Conversion Notice and Particulars of Adjustment to Conversion
                Price

            


    

     

    As
      soon
      as is practicable following a request from time to time, the Issuer will provide
      the Conversion Agents with copies of the form of Conversion Notice and shall,
      whenever the Conversion Price is adjusted pursuant to the Trust Deed and the
      Conditions, as soon as practicable, notify each of the Trustee and the
      Conversion Agents of particulars of the event giving rise to the adjustment,
      the
      Conversion Price after such adjustment, the date on which such adjustment takes
      effect and such other particulars and information as the Trustee may reasonably
      require. If required by any Bondholder, the Conversion Agents shall make
      Conversion Notices in the current form available to Bondholders. For the
      avoidance of doubt, no Agent has any duty to determine whether any event
      requiring any adjustment to the Conversion Price has occurred or is existing,
      or
      whether any such adjustment has been correctly made and no Agent has an
      obligation to calculate any Conversion Price or any adjustment to the Conversion
      Price.


    
      
        
        

      

      
        9

        
          

        

      

       

    

     

    
      	
              6.7

            	
              Notification
                of Closure of Register of
                Shareholders

            


    

     

    The
      Issuer shall as soon as is practicable after becoming aware that the Issuer’s
      register of shareholders is to be closed, give notice to the Trustee and the
      Agents of any dates upon which such register of shareholders is to be closed.
      Such notice shall give particulars of the reason for such closure and the
      expected date when the register will be re-opened. 

     

    
      	
              6.8

            	
              Identification
                Codes

            


    

     

    Each
      Conversion Notice deposited with a Conversion Agent and each facsimile
      transmission sent and letter delivered in respect of a Conversion Notice
      pursuant to the foregoing provisions of this Clause by any Conversion Agent
      shall indicate the identification code designated below for that Conversion
      Agent, followed by the words “China
      Architectural Engineering, Inc. Variable Rate Convertible Bonds due 2012
      (US$)”,
      and
      shall bear the lowest number previously unused by that Conversion Agent in
      the
      sequence of whole numerals starting from one and continuing in uninterrupted
      sequence upwards, for identification. All confirmatory or subsequent
      communications (regardless of the identity of the sender or the recipient
      thereof) with regard to the conversion, receipt, delivery and/or payment of
      Shares and/or any other securities, property and cash relating to such
      Conversion Notice shall bear the same identifying number as well as the
      identification code of the relevant Conversion Agent.

     

    The
      identification codes of the Conversion Agent shall be as follows:

     

    BNYLDN1      

     

    Thus,
      by
      way of example, the reference to be used for the fifth Conversion Notice
      deposited with the Principal Agent and for each facsimile transmission and
      letter relating thereto would be “BNYLDN1/China Architectural Engineering, Inc.
      Variable Rate Convertible Bonds due 2012/0005”.

     

    
      	
              6.9

            	
              Fees
                and Expenses of Conversion

            


    

     

    The
      Issuer shall pay all stamp, issue, registration, excise, and similar taxes
      and
      duties and transfer costs (if any) payable with respect to the deposit of Bonds
      for conversion and the issue and delivery of Shares following such deposit
      (other than those taxes and duties payable by the converting Bondholder as
      expressly provided in Clause 6.1 or the Conditions), all expenses arising in
      the
      United States or England on the issue of Shares on conversion of Bonds and
      all
      charges of the Conversion Agents in connection thereon.


    
      
        
        

      

      
        10

        
          

        

      

       

    

     

    
      	
              6.10

            	
              Taxes
                and Duties

            


    

     

    Neither
      the Conversion Agent nor the Issuer is under any obligation to determine whether
      a Bondholder is liable to pay any taxes or duties, including stamp, issue,
      registration or similar taxes and duties upon exercise by such Bondholder of
      the
      Conversion Right. The Agents shall be entitled to rely without further enquiry
      and without liability on any information provided by such Bondholder in the
      Conversion Notice as to any such amounts payable and as to the details of the
      relevant tax authorities to which the Conversion Agent must pay monies received
      in settlement of the taxes and duties payable pursuant to Condition
      6(B)(ii).

     

    
      	
              7.

            	
              
                EARLY
                  REDEMPTION

              

            


    

     

    
      	
              7.1

            	
              Notice
                of Redemption

            


    

     

    If
      the
      Issuer intends to redeem all or any of the Bonds under Condition 9(B) or
      Condition 9(C) it shall, at least five (5) Business Days before the latest
      date
      for the publication of the notice of redemption required to be given to
      Bondholders in accordance with Condition 18, give prompt notice in writing
      of
      its intention to the Principal Agent and the Trustee stating the date on which
      such Bonds are to be redeemed and the Early Redemption Amount.

     

    
      	
              7.2

            	
              Redemption
                Notice

            


    

     

    On
      behalf
      of and at the request and expense of the Issuer, the Principal Agent shall
      publish the notice in accordance with Condition 18, in the form approved by
      the
      Issuer, required in connection with such redemption. Such notice shall specify
      the details in accordance with Condition 9(H). The Principal Agent shall
      forthwith notify the other Paying Agents of the contents of such
      notice.

     

    
      	
              7.3

            	
              Bondholders’
                Tax Option

            


    

     

    Each
      Paying Agent will keep a stock of notices (the “Bondholder’s
      Tax Election Notices”)
      each
      in a form similar to that set out in the Exhibit F and will make them available
      on demand to Bondholders. The Paying Agent with which a Bond is deposited
      pursuant to Condition 9(C) shall hold such Bond on behalf of the depositing
      Bondholder (but shall not, save as provided below, release it) until the
      proposed Tax Redemption Date of the Bonds pursuant to Condition 9(C)(i). On
      that
      date, subject as provided below, the relevant Paying Agent shall return such
      Bond to the depositing Bondholder and (in the case of the Global Certificate)
      endorse the relevant Schedule to such Certificate appropriately. If the
      deposited Bond (or Bonds) becomes (or become) immediately due and payable before
      that date, the Paying Agent concerned shall mail such Certificate by uninsured
      post to, and at the risk of, the relevant holder.

     

    
      	
              7.4

            	
              Redemption
                at the Option of the Bondholders and Redemption for Delisting or
                Change of
                Control

            


    

     

    Each
      Paying Agent will keep a stock of notices (“Bondholder
      Redemption Notices”)
      in a
      form similar to that set out in Exhibit E and will make them available on demand
      to Bondholders. The Paying Agent with which a Certificate is deposited pursuant
      to Condition 9(D) or Condition 9(E) shall hold such Certificate on behalf of
      the
      depositing Bondholder (but shall not, save as provided below, release it) until
      the due date for redemption of the Bonds in respect of which it is issued
      pursuant to Condition 9(D) or Condition 9(E), as the case may be. On that date,
      subject as provided below, the relevant Paying Agent shall surrender such
      Certificate to itself and treat it as if surrendered by the holder in accordance
      with the Conditions and (in the case of the Global Certificate) endorse the
      Schedule to such Certificate with the principal amount of Bonds to be redeemed
      and the principal amount of Bonds remaining after such redemption. If the Bond
      (or Bonds) represented by the deposited Certificate becomes (or become)
      immediately due and payable before that date, the Paying Agent concerned shall
      mail such Certificate by uninsured post to, and at the risk of, the relevant
      Bondholder at the address shown for the Bondholder on the register of
      Bondholders as supplied by the Registrar. At the end of the period for
      exercising the option in Condition 9(D) or Condition 9(E), as the case may
      be,
      each Paying Agent shall promptly notify the Principal Agent of the principal
      amount of Bonds in respect of which Bondholder Redemption Notices have been
      deposited with it and will forward such Bondholder Redemption Notices to the
      Principal Agent. The Principal Agent shall promptly notify such information
      and
      details of the principal amount of Bonds represented by the Global Certificate
      in respect of which the option in Condition 9(D) or Condition 9(E), as the
      case
      may be, has been exercised to the Issuer and the Trustee. A Bondholder
      Redemption Notice, once delivered, shall be irrevocable.


    
      
        
        

      

      
        11

        
          

        

      

       

    

     

    
      	
              7.5

            	
              Effect
                of Notice of Redemption

            


    

     

    Once
      a
      notice of redemption is provided in accordance with Condition 18 and/or a
      Bondholder Redemption Notice is duly completed, signed and deposited with any
      Paying Agents in accordance with Condition 9(D) or Condition 9(E), Bonds
      called/put for redemption become due and payable on the date fixed for
      redemption of the Bonds, the Relevant Event Redemption Date at the Early
      Redemption Amount or 126.51% of the principal amount of the Bonds, as the case
      may be, stated in the relevant notice. Upon surrender of any Certificate in
      respect of such Bond for redemption in accordance with said notice, such Bond
      shall be paid by the Issuer at the Early Redemption Amount or 126.51% of the
      principal amount of the Bonds, as the case may be, in accordance with the
      Conditions.

     

    
      	
              7.6

            	
              Deposit
                of Redemption Price

            


    

     

    For
      value
      on the Business Day prior to the relevant redemption date, the Issuer shall
      deposit with the Principal Agent money sufficient to pay the redemption price
      of
      all Bonds to be redeemed on that date other than any Bonds called for redemption
      on that date which have been converted prior to the date of such deposit. The
      Principal Agent shall as soon as practicable return to the Issuer upon its
      written request any money (without interest thereon) not required for that
      purpose because of conversion of any Bonds called for redemption.

     

    
      	
              8.

            	
              
                CANCELLATION
                  OF BONDS

              

            


    

     

    
      	
              8.1

            	
              Cancellation
                by Agents

            


    

     

    All
      Bonds
      which are redeemed, converted or purchased by the Issuer or any of its
      Subsidiaries shall be cancelled by the removal of the relevant Bondholder’s name
      from the Register by the Registrar and cancellation of the corresponding
      Certificates (or appropriate amendment of the Global Certificate if the Bonds
      are represented thereby) by the Agent to which they were surrendered or with
      which they were deposited. 


    
      
        
        

      

      
        12

        
          

        

      

       

    

     

    
      	
              8.2

            	
              Cancelled
                Certificates

            


    

     

    Each
      Agent shall (unless it is itself the Principal Agent) give all relevant details
      for the purposes of Clause 8.3 to, and shall forward Certificates cancelled
      by
      it promptly to, the Principal Agent or, as the case may be, its designated
      agent.

     

    
      	
              8.3

            	
              Certification
                of Payment Details

            


    

     

    Subject
      to receipt of the information described in Clause 8.2, the Principal Agent
      shall
      as soon as reasonably practicable, upon a request in writing from any of the
      Issuer, the Trustee and the Registrar, furnish the Issuer and the Trustee and
      the Registrar with a certificate signed by its duly authorised officer (whose
      name and specimen signature have previously been provided to the Issuer) stating
      (as applicable) (a) the aggregate amounts paid in respect of Bonds redeemed
      or
      paid and cancelled, (b) the aggregate principal amount of Bonds converted and
      cancelled and (c) the identifying numbers of such Bonds and (d) that such Bonds
      have been cancelled. Such certification may be accepted by the Trustee as
      conclusive evidence of repayment or discharge pro
      tanto of
      the
      Bonds, of payment of interest thereon (if any) or (as the case may be) of the
      issue of replacement Certificates.

     

    
      	
              8.4

            	
              Cancelled
                Certificates

            


    

     

    Unless
      otherwise instructed by the Issuer, the Principal Agent or its designated agent
      shall destroy the cancelled Certificates in its possession or held to its order
      and furnish to the Issuer and the Trustee upon request, a certificate of such
      destruction duly signed by its authorised officer.

     

    
      	
              8.5

            	
              Records

            


    

     

    Subject
      to receipt of the relevant information, the Principal Agent shall keep a full
      and complete record of all Bonds and of their redemption, conversion, payment,
      cancellation, despatch to the Issuer and replacement (as appropriate) and shall
      make such record available at all reasonable times during office hours to the
      Issuer, the Trustee and the other Agents. Notwithstanding the foregoing, the
      Principal Agent shall not be required to keep a record of the
      Register.

     

    
      	
              8.6

            	
              Identifying
                Numbers

            


    

     

    The
      Registrar shall notify the Principal Agent of the identifying numbers of the
      Bonds and the definitive Certificates which are issued and the same shall form
      the basis of the records to be kept by the Principal Agent.

     

    
      	
              9.

            	
              
                ISSUE
                  OF REPLACEMENT
                  CERTIFICATES

              

            


    

     

    
      	
              9.1

            	
              Stocks
                of Certificates

            


    

     

    From
      time
      to time after such time (if ever) as Bonds may be transferred into a name other
      than that of the holder of the Global Certificate, the Issuer will cause a
      sufficient quantity of additional blank Certificates (other than the Global
      Certificate) to be available, upon request, to the Registrar at its specified
      office for the purpose of delivering replacement Certificates as provided below.
      The Issuer will promptly notify the Trustee and the Registrar (and the Paying
      Agent, if applicable) if the authorised officer of the Issuer whose facsimile
      signature appears on such stocks of replacement Certificates ceases to be so
      authorised. In such circumstances the Issuer will promptly, properly and validly
      appoint a replacement authorised officer and upon the request of the Registrar
      or the Trustee promptly deliver to the Registrar such number of replacement
      Certificates as it may reasonably request, duly signed manually or in facsimile
      by such replacement authorised officer. Upon receipt of such replacement
      Certificates, the Registrar or its agent will be deemed to have been authorised
      by the Issuer to destroy any previous replacement Certificates and will notify
      the Issuer of such destruction.


    
      
        
        

      

      
        13

        
          

        

      

       

    

     

    
      	
              9.2

            	
              Replacement

            


    

     

    The
      Registrar will, subject to and in accordance with Condition 16 and the following
      provisions of this Clause, authenticate and deliver or cause to be authenticated
      and delivered (directly or, if applicable, through the relevant Agent) any
      replacement Certificates which the Issuer may determine to issue or deliver
      in
      place of Certificates which have been mutilated, defaced, lost, stolen or
      destroyed. The Registrar will inform the Issuer upon receiving any request
      from
      a Bondholder (directly or, if applicable, through the relevant Agent) for the
      issue of a replacement Certificate.

     

    
      	
              9.3

            	
              Conditions
                of Replacement

            


    

     

    The
      Registrar will verify with the relevant Agent, in the case of an allegedly
      lost,
      stolen or destroyed Certificate in respect of which the identifying number
      is
      known or believed to be known, that the Bond in respect of which such
      Certificate is issued has not been redeemed or converted or purchased by the
      Issuer and cancelled and the Registrar shall not deliver or cause to be
      delivered any replacement Certificate unless and until the applicant therefor
      shall have:

     

    
      	 	
              (a)

            	
              paid
                such costs, taxes and duties as may be incurred in connection
                therewith;

            


    

     

    
      	 	
              (b)

            	
              furnished
                the Registrar (directly or, if applicable, through the relevant Agent)
                with such evidence (including evidence as to the identifying number
                of the
                Certificate in question if known) and indemnity as the Issuer and
                the
                Registrar may reasonably require;
                and

            


    

     

    
      	 	
              (c)

            	
              surrendered
                to the Registrar (directly or, if applicable, through the relevant
                Agent)
                any mutilated or defaced Certificate to be
                replaced.

            


    

     

    
      	
              9.4

            	
              Cancellation
                of replaced Certificates

            


    

     

    The
      Registrar shall cancel or procure the cancellation of any mutilated or defaced
      Certificates surrendered to it for replacement. Unless otherwise instructed
      by
      the Issuer, the Registrar shall destroy or procure the destruction of such
      cancelled Certificates and upon request by the Issuer or the Trustee, furnish
      the Issuer, the Trustee and the Principal Agent with a certificate confirming
      such destruction and containing the information specified in Clause
      8.3.

     

    
      	
              9.5

            	
              Notification

            


    

     

    The
      Registrar shall, on delivering (either directly or, if applicable, through
      the
      relevant Agent) any replacement Certificate, forthwith inform the Issuer and
      each of the other Agents, of the identifying number of such replacement
      Certificate and (if known) of the identifying number of the definitive
      Certificate and the relevant Bonds in place of which such replacement
      Certificate has been delivered. 


    
      
        
        

      

      
        14

        
          

        

      

       

    

     

    
      	
              9.6

            	
              Records

            


    

     

    The
      Registrar shall keep a full and complete record of all replacement Certificates
      delivered (either directly or, if applicable, through the relevant Agent) and
      shall make such record available during office hours at all reasonable times
      to
      the Issuer, the Trustee and the Principal Agent.

     

    
      	
              9.7

            	
              Notice
                of presentation of replaced
                Certificates

            


    

     

    Whenever
      any Certificates alleged to have been lost, stolen or destroyed in replacement
      for which a new Certificate has been issued shall be surrendered or delivered
      to
      an Agent prior to payment or for conversion, the Agent shall immediately send
      notice thereof to the Issuer, the Registrar and the Principal
      Agent.

     

    
      	
              10.

            	
              
                DUTIES
                  OF THE TRANSFER AGENTS IN RESPECT OF
                  TRANSFERS

              

            


    

     

    If
      and to
      the extent specified by the Conditions and in accordance therewith and the
      terms
      of this Agreement or if otherwise requested by the Issuer, each Transfer Agent
      will:

     

    
      	 	
              (a)

            	
              receive
                requests for the transfer of Bonds, inform the Registrar, forward
                the
                deposited Certificate(s) to the Registrar and assist in the issue
                of a new
                Certificate in accordance with the Regulations referred to in Clause
                13
                and in particular forthwith notify the Registrar of (i) the name
                and
                address of the holder of the Bond, (ii) the identifying number of
                the
                relevant Certificate and the relevant Bonds, (iii) (where not all
                Bonds in
                respect of which a Certificate was issued are to be transferred)
                the
                number of Bonds transferred and their identifying numbers, and (iv)
                the
                name, address and account for payments (if any) of the transferee
                to be
                entered on the Register;

            


    

     

    
      	 	
              (b)

            	
              keep
                the Registrar informed of all transfers;
                and

            


    

     

    
      	 	
              (c)

            	
              carry
                out such other acts as may be necessary to give effect to the Conditions
                and the other provisions of this
                Agreement.

            


    

     

    
      	
              11.

            	
              
                DUTIES
                  OF THE REGISTRAR

              

            


    

     

    
      	
              11.1

            	
              The
                Register

            


    

     

    The
      Registrar shall maintain a register (the Register) outside the United Kingdom
      in
      accordance with the Conditions and the Regulations referred to in Clause 13.
      The
      Register shall: 

     

    
      	 	
              (a)

            	
              show
                the amount of Bonds and the date of issue and all subsequent transfers
                and
                changes of ownership in respect thereof and the names and addresses
                of the
                holders of Bonds; 

            


    

     

    
      	 	
              (b)

            	
              at
                all reasonable times during office hours be made available to the
                Issuer,
                the Trustee, the other Agents or any person authorised by any of
                them for
                inspection and for the taking of copies thereof or extracts therefrom
                and
                the Registrar shall deliver to such persons all such lists of holders
                of
                Bonds, their addresses, registered accounts, holdings and other details
                as
                they may request; and 

            


    


    
      
        
        

      

      
        15

        
          

        

      

       

    

     

    
      	 	
              (c)

            	
              include
                a record of the identifying number allocated to each Bond and the
                identifying number allocated to each definitive Certificate which
                is
                issued. Each Certificate will carry the identifying number of the
                Bond or
                Bonds in respect of which it is issued, as well as its own identifying
                number. 

            


    

     

    The
      Registrar will maintain proper records in relation to the title to any of the
      Bonds including all forms of transfer, probates, letters of administration
      and
      powers of attorney. The provisions set forth in Exhibit D hereto shall apply
      in
      relation to the maintenance of the Register and the transfer of Bonds. The
      Registrar will enter in the Register the details of all redemptions or
      conversions or purchases and cancellation of Bonds notified to it as aforesaid
      and the Registrar will comply with the proper and reasonable requests of the
      Issuer with respect to the maintenance of the Register and will provide to
      the
      Issuer, the Trustee and other Agents such information with respect thereto
      as
      may be requested by the Issuer or may be reasonably required by the Trustee
      or
      the other Agents for the proper performance of their respective
      duties.

     

    
      	
              11.2

            	
              Transfers

            


    

     

    The
      Registrar will receive requests for the transfer of Bonds and will also receive
      Certificates deposited with a Transfer Agent for transfer, effect the necessary
      entries, authenticate and issue new Certificates in accordance with the
      Regulations referred to in Clause 13 and deliver the new Certificate(s) to
      the
      relevant Agent.

     

    
      	
              11.3

            	
              Replacement

            


    

     

    The
      Registrar will also have certain duties in connection with the replacement
      of
      Certificates, which duties are set out in Clause 9.

     

    
      	
              12.

            	
              
                DOCUMENTS
                  AND CERTIFICATES FOR THE
                  REGISTRAR

              

            


    

     

    
      	
              12.1

            	
              Supply
                of Certificates

            


    

     

    From
      time
      to time after such time (if ever) as Bonds may be transferred to a name other
      than that of the holder of the Global Certificate, the Issuer will deliver
      to
      the Registrar and each Transfer Agent in reasonably sufficient time for the
      performance of its duties hereunder:

     

    
      	 	
              (a)

            	
              a
                supply of blank definitive Certificates sufficient to meet the Registrar
                and each Transfer Agent’s anticipated requirements as specified by the
                Registrar for Certificates upon effecting the transfers required
                by the
                holder of the Global Certificate;
                and

            


    

     

    
      	 	
              (b)

            	
              from
                time to time, so long as any Bond is outstanding, sufficient additional
                blank definitive Certificates as may be required by the Registrar
                for the
                performance of the Registrar’s and each Transfer Agent’s
                duties.

            


    

     

    
      	
              12.2

            	
              Safekeeping
                of Certificates

            


    

     

    Each
      Transfer Agent and the Registrar shall maintain in safekeeping all Certificates
      and blank Certificates delivered to and held by it and shall ensure that
      Certificates are issued only in accordance with the Conditions (including the
      provisions of the Global Certificate) and the provisions of this
      Agreement.


    
      
        
        

      

      
        16

        
          

        

      

       

    

     

    
      	
              12.3

            	
              Information

            


    

     

    Within
      seven (7) days of any request therefor by the Issuer or any Agent, so long
      as
      any of the Bonds are outstanding, each Transfer Agent and the Registrar shall
      certify to the Issuer and the relevant Agent the number of blank Certificates
      held by it hereunder.

     

    
      	
              13.

            	
              
                INFORMATION
                  AND REGULATIONS CONCERNING THE
                  BONDS

              

            


    

     

    
      	
              13.1

            	
              Provision
                of information

            


    

     

    Each
      Agent will give to the other Agents such further information with regard to
      their activities hereunder as may reasonably be required by them for the proper
      carrying out of their respective duties.

     

    
      	
              13.2

            	
              Regulations

            


    

     

    The
      Issuer may, subject to the Conditions, from time to time with the approval
      of
      the Registrar and the Trustee promulgate regulations (the “Regulations”)
      concerning the carrying out of transfers of Bonds and the forms and evidence
      to
      be provided. All such transfers will be made subject to the Regulations. The
      initial Regulations are set out in Exhibit D. The Registrar shall, at the
      expense of the Issuer, provide copies of the current Regulations to Bondholders
      (free of charge) upon request in accordance with Condition 4(F).

     

    
      	
              14.

            	
              
                REMUNERATION

              

            


    

     

    
      	
              14.1

            	
              Fees

            


    

     

    The
      Issuer will, in respect of the services to be performed by the Principal Agent
      and the Registrar and the other Agents under this Agreement, the Conditions
      and
      the Trust Deed, pay to the Principal Agent the commissions, fees and expenses
      as
      separately agreed in writing with the Principal Agent. The Principal Agent’s
      receipt of such money shall be a complete discharge of the Issuer’s obligation
      to pay the same and the Issuer need not concern itself with the apportionment
      of
      such moneys as between the Principal Agent, the Registrar and the other
      Agents.

     

    
      	
              14.2

            	
              Costs

            


    

     

    The
      Issuer will pay to the Principal Agent all out-of-pocket expenses (including,
      without limitation, advertising and insurance expenses and the fees and expenses
      of legal advisers) properly incurred by any Agent and the Registrar in
      connection with its services performed under this Agreement, the Conditions
      and
      the Trust Deed promptly upon receipt from the Principal Agent of notification
      of
      the amount of such expenses together with the relevant invoices and/or
      receipts.

     

    
      	
              14.3

            	
              Distribution
                to Agents

            


    

     

    The
      Principal Agent will be responsible for distributing the remuneration of the
      Agents and the Registrar and their relevant costs and expenses promptly upon
      receipt of the moneys therefor from the Issuer. The Issuer need not be concerned
      with the appointment of such moneys as between the Agents.


    
      
        
        

      

      
        17

        
          

        

      

       

    

     

    
      	
              14.4

            	
              Stamp
                duties

            


    

     

    The
      Issuer will pay or reimburse all stamp, registration and other similar taxes,
      fees or duties, if any, to which this Agreement may be subject on execution,
      issue, payment or enforcement.

     

    
      	
              14.5

            	
              Obligations
                to survive

            


    

     

    Any
      outstanding obligations of the Issuer to the Agents and the Registrar under
      this
      Clause 14 shall survive the termination of this Agreement, the Conditions and
      the Trust Deed and the resignation or removal of any of the Agents or the
      Registrar.

     

    
      	
              15.

            	
              
                FUNDS
                  HELD BY PRINCIPAL
                  AGENT

              

            


    

     

    
      	
              15.1

            	
              Repayment

            


    

     

    Any
      sums
      paid by, or by arrangement with, the Issuer to the Principal Agent pursuant
      to
      the terms of this Agreement shall not be required to be repaid to the Issuer
      unless and until the Bonds in respect of which such sums were paid shall have
      been converted or redeemed or purchased and cancelled or claims in respect
      of
      such sums shall have become prescribed under Condition 13, but in any of these
      events the Principal Agent shall (provided that all other amounts due under
      this
      Agreement shall have been duly paid), save as mentioned below, forthwith repay
      to the Issuer upon its written request sums (without interest) equivalent to
      the
      amounts which would otherwise have been payable on the relevant Bonds together
      with any fees previously paid (except for any commissions, fees and expenses
      paid by the Issuer pursuant to Clause 14) to the Principal Agent in respect
      of
      such Bonds.

     

    
      	
              15.2

            	
              Use
                of moneys

            


    

     

    The
      Principal Agent shall be entitled to deal with moneys paid to it by the Issuer
      for the purposes of this Agreement in the same manner as other moneys paid
      to a
      banker by its customers and shall not be liable to account to the Issuer for
      any
      interest thereon, save as otherwise agreed between the Issuer and the Principal
      Agent. No Agent shall exercise any right of set-off or lien or similar claim
      over moneys paid to it or by it under this Agreement. Unless required by law,
      moneys held by the Principal Agent need not be segregated.

     

    
      	
              16.

            	
              
                MISCELLANEOUS

              

            


    

     

    
      	
              16.1

            	
              Publication
                of notices

            


    

     

    On
      behalf
      and at the written request and expense of the Issuer, the Principal Agent will
      as soon as practicable cause to be published any notices required to be given
      by
      the Issuer or the Trustee in accordance with the Trust Deed or any of the
      Conditions, save as set out herein. The Issuer shall provide the Principal
      Agent
      with signed copies of any notices to be published at least five (5) Business
      Days prior to the date of publication save and except any announcements, notices
      or circulars to be published pursuant to the requirements of the Securities
      and
      Exchange Commission, AMEX or an Alternative Stock Exchange whereupon such
      announcements, notices or circulars shall be given by the Issuer to the
      Principal Agent as soon as reasonably practicable after its
      publication.


    
      
        
        

      

      
        18

        
          

        

      

       

    

     

    
      	
              16.2

            	
              Notices
                to the Trustee

            


    

     

    Upon
      each
      occasion that the Issuer gives to the Trustee any notice in connection with
      the
      Bonds, the Issuer shall at the same time give a similar notice to the Principal
      Agent.

     

    
      	
              16.3

            	
              Voting

            


    

     

    Each
      of
      the Agents shall perform the functions described as being performed by it in
      Schedule 3 to the Trust Deed and shall keep a full and complete record of forms
      of proxy issued by it.

     

    
      	
              16.4

            	
              No
                implicit duties

            


    

     

    The
      Agents shall be obliged to perform such duties, and only such duties, as are
      herein and in the Conditions specifically set forth, and no implied duties
      or
      obligations shall be read into this Agreement or the Conditions against any
      of
      them.

     

    
      	
              16.5

            	
              No
                agency or trust

            


    

     

    In
      acting
      hereunder and in connection with the Bonds, the Agents shall act solely as
      agents of the Issuer (or, where a notice given by the Trustee pursuant to Clause
      5.6 shall not have been withdrawn, the Trustee) and will not thereby assume
      any
      obligations towards, or relationship of agency or trust for, any of the
      Bondholders.

     

    
      	
              16.6

            	
              Taking
                of advice

            


    

     

    Any
      of
      the Agents may consult with legal or other professional advisers satisfactory
      to
      it, and the opinion of such advisers shall be full and complete protection
      in
      respect of any action taken, omitted or suffered hereunder in good faith and
      in
      accordance with the opinion of such advisers.

     

    
      	
              16.7

            	
              Liability

            


    

     

    Save
      for
      any action taken, suffered or omitted as a result of the Agents’ wilful default,
      gross negligence or fraud, the Agents shall be protected and shall incur no
      liability for or in respect of any action taken, omitted or suffered in reliance
      upon any instruction, request or order from the Issuer or the Trustee, or any
      Bond, Certificate, form of transfer, Conversion Notice, resolution, direction,
      consent, certificate, affidavit, statement, facsimile transmission, electronic
      message or other paper or document reasonably believed by it to be genuine
      and
      to have been delivered, signed or sent by the proper party or parties. The
      Agents shall be under no duty to inquire into or investigate the validity,
      accuracy or content of any document. The Agents shall not be under any
      obligation to take any action hereunder which may involve it in any expense
      or
      liability, the payment of which within a reasonable time is not, in its opinion,
      assured to it, or would be contrary to applicable law or
      regulation.

     

    
      	
              16.8

            	
              Indemnity
                by the Issuer 

            


    

     

    The
      Issuer will indemnify each of the Agents against any losses, liabilities, costs,
      claims, actions, demands, damages or expenses which it may incur or which may
      be
      made against it as a result of or in connection with its appointment or the
      exercise or non-exercise by it of its powers, discretions and duties, except
      those may result from its own fraud, wilful misconduct or gross negligence
      or
      that of its directors, officers, employees or agents. Each Agent shall, to
      the
      extent permitted by laws, notify the Issuer promptly of any third party claim
      for which it may seek an indemnity from the Issuer and such Agent shall use
      its
      reasonable endeavours to co-operate with the Issuer in its defence of such
      claim. The relevant Agent will use its reasonable endeavours to consult with
      the
      Issuer and with respect to any settlement offer. The consultation period will
      expire on the thirtieth day after the notice of such settlement offer is given
      by the relevant Agent to the Issuer. Except in the case of fraud, wilful
      misconduct or gross negligence on its part, no Agent shall be liable either
      for
      any act or omission under this Agreement, or if any Bond, Certificate, form
      of
      transfer or Conversion Notice shall be lost, stolen, destroyed or damaged.
      Notwithstanding the foregoing, under no circumstances will the Agents be liable
      to the Issuer or any other party to this Agreement for any consequential loss
      (being loss of business, goodwill, opportunity or profit) or any special or
      punitive damages of any kind whatsoever; in each case however caused or arising
      and whether or not foreseeable, even if advised of the possibility of such
      loss
      or damage. The provisions of this Clause 16.8 shall survive the resignation
      or
      removal of any Agent or the Registrar and the termination of this Agreement.
      


    
      
        
        

      

      
        19

        
          

        

      

       

    

     

    
      	
              16.9

            	
              Entitlement
                to treat holder as owner

            


    

     

    Except
      as
      ordered by a court of competent jurisdiction or may be required by law, each
      of
      the Agents shall (whether or not the relevant Bond is overdue and regardless
      of
      any notice of ownership, trust or any interest, or writing on, or the loss
      or
      theft of, the Certificate issued in respect of it) be entitled to treat the
      registered holder of any Bond as the absolute owner for all
      purposes.

     

    
      	
              16.10

            	
              Copies
                of documents

            


    

     

    So
      long
      as any of the Bonds remains outstanding, the Issuer shall provide the Agents
      with a sufficient number of copies of the Trust Deed and of each of the
      documents which are sent to the Trustee or which are required to be made
      available by stock exchange regulations relating to the Bonds, to be available
      and, subject to being provided with such copies, each of the Agents will procure
      that such copies shall be available at its specified office during normal office
      hours for examination by Bondholders and that copies thereof will be furnished
      to Bondholders upon request at their own expenses.

     

    
      	
              16.11

            	
              Acquisition
                of Bonds

            


    

     

    Any
      Agent, their affiliates and each of their respective officers, directors and
      employees, may become the owner of, or acquire any interest in, any Bonds or
      Shares with the same rights that it or they would have if it were not appointed
      hereunder, and may engage or be interested in any financial or other transaction
      with the Issuer and may act on, or as depositary, trustee or agent for, any
      committee or body of holders of Bonds or other obligations of the Issuer as
      freely as if it were not appointed hereunder.

     

    
      	
              16.12

            	
              Merger

            


    

     

    Any
      corporation into which any Agent may be merged or converted or any corporation
      with which any Agent may be consolidated or any corporation resulting from
      any
      merger, conversion or consolidation to which any Agent shall be a party or
      any
      corporation succeeding to all or substantially all of the corporate trust
      business of any Agent shall, to the extent permitted by applicable law, be
      the
      successor Agent under this Agreement without the execution or filing of any
      paper or any further act on the part of any of the parties hereto. Notice of
      any
      such merger, conversion or consolidation shall forthwith be given to the Issuer,
      the Trustee and the Bondholders.


    
      
        
        

      

      
        20

        
          

        

      

       

    

     

    
      	
              16.13

            	
              Illegality

            


    

     

    In
      the
      event that the Agents shall be uncertain as to its duties or rights hereunder
      or
      shall receive instructions, claims or demands from the Issuer, in its opinion,
      conflict with any of the provisions of this Agreement, it shall be entitled
      to
      refrain from taking any action until it is directed in writing by a final order
      or judgment of a court of competent jurisdictions. 

     

    
      	
              16.14

            	
              Instruction
                in writing

            


    

     

    Notwithstanding
      anything to the contrary contained in this Agreement, none of the Agents shall
      be obliged to act or omit to act in accordance with any instruction, direction
      or request delivered to them by the Issuer unless such instruction, direction
      or
      request is delivered to such Agents in writing.

     

    
      	
              16.15

            	
              No
                Liability for interest

            


    

     

    The
      Agent
      shall not be under any liability for interest on any moneys at any time received
      by it pursuant to any of the provisions of this Agreement or of the Bonds and
      applied by it in accordance with the provisions hereof, except as otherwise
      provided hereunder or agreed in writing.

     

    
      	
              16.16

            	
              Delegations

            


    

     

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

     

    
      	
              16.17

            	
              Expert
                advice 

            


    

     

    The
      Agent
      shall engage and consult, at the expense of the Issuer with any legal adviser
      and professional adviser selected by it and rely upon any advice so obtained
      and
      each of the Agents and each of their respective directors, officers, employees
      and duly appointed agents shall be protected and shall not be liable in respect
      of any action taken, or omitted to be done or suffered to be taken, in
      accordance with such advice.

     

    
      	
              16.18

            	
              Force
                Majeure

            


    

     

    Notwithstanding
      anything to the contrary in this Agreement, no Agent shall in any event be
      liable for any failure or delay in the performance of its obligations hereunder
      if it is prevented from so performing its obligations by any circumstances
      beyond the control of such Agent, including without limitation, existing or
      future law or regulation, any existing or future act of governmental authority,
      Act of God, flood, war whether declared or undeclared, terrorism, riot,
      rebellion, civil commotion, strike, lockout, other industrial action, general
      failure of electricity or other supply, aircraft collision, technical failure,
      accidental or mechanical or electrical breakdown, computer failure or failure
      of
      any money transmission system.


    
      
        
        

      

      
        21

        
          

        

      

       

    

     

    
      	
              16.19

            	
              Amendments
                and/or Modifications

            


    

     

    This
      Agreement may be amended by all of the parties, without the consent of any
      Bondholder, either (a) for the purpose of curing any ambiguity or of curing,
      correcting or supplementing any defective provision contained in this Agreement
      or (b) in any manner which the parties may mutually deem necessary or desirable
      and which shall not be inconsistent with the Conditions and shall not be
      materially prejudicial to the interests of the Bondholders.

     

    
      	
              16.20

            	
              Anti-Money
                Laundering and Terrorism

            


    

     

    The
      Agent
      may take and instruct any delegate to take any action which is in its sole
      discretion considers appropriate so as to comply with any applicable law,
      regulation, request of a public or regulatory authority or any Group policy
      which relates to the prevention of fraud, money laundering, terrorism or other
      criminal activities or the provision of financial and other services to
      sanctioned persons or entities. Such action may include but is not limited
      to
      the interception and investigation of transactions on the Issuer’s accounts
      (particularly those involving the international transfer of funds) including
      the
      source of the intended recipient of fund paid into or out of the Issuer’s
      accounts. In certain circumstances, such action may delay or prevent the
      processing of the Issuer’s instructions, the settlement of transactions over the
      Issuer’s accounts or the Agent’s performance of its obligations under this
      Agreement. Where possible, the Agent will endeavour to notify the Issuer of
      the
      existence of such circumstances. Neither the Agent nor any delegate will be
      liable for any loss (whether direct or consequential and including, without
      limitation, loss of profit or interest) caused in whole or in part by any
      actions which are taken by the Agent or any delegate pursuant to this Clause
      16.
      For the purposes of this Clause 16.20, the Group means the Issuer, its
      Subsidiaries and associated companies.

     

    
      	
              17.

            	
              
                CHANGES
                  IN AGENTS

              

            


    

     

    
      	
              17.1

            	
              Appointment
                and termination of
                appointment

            


    

     

    The
      Issuer may appoint further or other Agents. The Issuer may also terminate the
      appointment of any Agent at any time subject to the prior written approval
      of
      the Trustee (which approval shall not be unreasonably withheld or delayed).
      Such
      termination shall be effective by giving:

     

    
      	 	
              (a)

            	
              to
                the Trustee;

            


    

     

    
      	 	
              (b)

            	
              in
                the case of any Agent other than the Principal Agent, to the Principal
                Agent; and

            


    

     

    
      	 	
              (c)

            	
              to
                the Agent whose appointment is to be
                terminated,

            


    

     

    at
      least
      thirty (30) days’ written notice to that effect. However, no such notice
      relating to the termination of the appointment of the Principal Agent or the
      Registrar shall take effect until a new Principal Agent or, as the case may
      be,
      Registrar approved in writing by the Trustee has been appointed on terms
      approved (such approval shall not be unreasonably withheld or delayed) in
      writing by the Trustee. The Issuer shall procure that there are at all times
      (a)
      a Principal Agent, (b) (if requested by the Trustee) a Paying Agent with a
      specified office in an European Union member state that will not be obliged
      to
      withhold or deduct tax pursuant to European Council Directive 2003/48/EC or
      any
      law implementing or complying with, or introduced in order to conform to, such
      Directive and (c) a Registrar which will maintain a register of Bondholders
      outside the United Kingdom. The termination of the appointment of any Agent
      shall not take effect (i) until notice thereof shall have been given to the
      Bondholders in accordance with Condition 18 and (ii) within the period
      commencing forty-five (45) days immediately preceding any due date for a payment
      in respect of the Bonds and ending fifteen (15) days after such
      date.


    
      
        
        

      

      
        22

        
          

        

      

       

    

     

    
      	
              17.2

            	
              Resignation

            


    

     

    Any
      Agent
      may resign its appointment hereunder at any time by giving to the person(s)
      referred to in Clauses 17.1(a) and 17.1(b) and the Issuer at least thirty (30)
      days’ written notice to that effect, provided that (a) in the case of the
      resignation of the Principal Agent or the Registrar, no such resignation shall
      take effect until a new Principal Agent or, as the case may be, Registrar
      approved (such approval shall not be unreasonably withheld or delayed) in
      writing by the Trustee has been appointed by the Issuer on terms approved (such
      approval shall not be unreasonably withheld or delayed) in writing by the
      Trustee, (b) no such resignation shall take effect unless upon the expiry of
      the
      notice period there are Agents as required by Clause 17.1 and the Conditions,
      (c) no such resignation shall take effect until notice thereof shall have been
      given to the Bondholders in accordance with Condition 18 and (d) no such notice
      shall be given so as to expire within a period commencing thirty (30) days
      immediately preceding any due date for a payment in respect of the Bonds and
      ending fifteen (15) days after such date. Notwithstanding the foregoing, the
      Issuer agrees with each Agent that if, by the day falling seven (7) Business
      Days before the expiry of any notice referred to above, the Issuer has not
      appointed a replacement Agent, then the relevant Agent shall be entitled, on
      behalf and at the expense of the Issuer, to appoint in its place any reputable
      financial institution of good standing on terms approved by the Trustee (such
      approval shall not be unreasonably withheld or delayed). 

     

    Notwithstanding
      any other provision of this Clause 17, the appointment of any Agent shall
      forthwith terminate if such Agent becomes incapable of acting, is adjudged
      bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an
      assignment for the benefit of its creditors, consents to the appointment of
      a
      receiver, administrator or other similar official of all or a substantial part
      of its property or assets or admits in writing its inability to pay or meet
      its
      debts as they mature or suspends payment thereof, or if a resolution is passed
      or an order made for the winding up or dissolution of such Agent or any
      analogous event occurs under any applicable law.

     

    
      	
              17.3

            	
              Delivery
                of Records by Principal Agent on
                Termination

            


    

     

    If
      the
      appointment of the Principal Agent hereunder is terminated or the Principal
      Agent resigns its appointment hereunder, the Principal Agent shall subject
      to
      payment of all outstanding fees and expenses, on the date on which such
      termination or resignation takes effect, pay to the successor Principal Agent
      the amounts held by it in respect of Bonds, the Certificates relating thereto
      which have not been presented for payment and any other amounts held by it
      in
      respect of the Bonds and shall deliver to the successor Principal Agent Bonds
      surrendered to it but not yet destroyed, Conversion Notices held by it, all
      records concerning Bonds and the Certificates maintained by the Principal Agent
      pursuant to this Agreement, but shall have no other duties or responsibilities
      to provide services as Principal Agent hereunder. The Principal Agent shall
      be
      entitled to the payment by the Issuer of its remuneration for the services
      previously tendered hereunder in accordance with the terms of Clause 14 and
      to
      the reimbursement of all reasonable expenses (including legal fees) incurred
      in
      connection therewith.


    
      
        
        

      

      
        23

        
          

        

      

       

    

     

    
      	
              17.4

            	
              Delivery
                of Records by Registrar on
                Termination

            


    

     

    If
      the
      appointment of the Registrar is terminated or the Registrar resigns its
      appointment hereunder, the Registrar shall subject to payment of all outstanding
      fees and expenses, on the date on which such termination or resignation takes
      effect, deliver to the successor Registrar, the Register, all Certificates
      and
      blank Certificates held by it and all other records concerning the Bonds
      maintained by it pursuant to this Agreement, but shall have no other duties
      or
      responsibilities to provide services as Registrar hereunder.

     

    
      	
              17.5

            	
              Delivery
                of Records by Agents on
                Termination

            


    

     

    If
      the
      appointment of any Agent is terminated or any Agent or the Registrar resigns
      its
      appointment hereunder, such Agent or the Registrar shall subject to payment
      of
      all outstanding fees and expenses, on the date on which such termination or
      resignation takes effect, deliver to any successor Agent or the Registrar or,
      if
      none, the Principal Agent any records or other documents concerning the Bonds
      maintained by it pursuant to this Agreement, but shall have no other duties
      or
      responsibilities hereunder.

     

    
      	
              17.6

            	
              Change
                of Office

            


    

     

    If
      any
      Agent shall change its specified office, it shall give to the Issuer, the
      Principal Agent and the Trustee not less than thirty (30) days’ prior written
      notice to that effect giving the address of the new specified office. As soon
      as
      practicable thereafter, the Principal Agent shall give to the Bondholders,
      on
      behalf of and at the expense of the Issuer, notice of such change and the
      address of the new specified office in accordance with Condition
      18.

     

    
      	
              18.

            	
              
                NOTICES

              

            


    

     

    Any
      communication shall be by letter sent by pre-paid registered post or courier
      or
      facsimile transmission:

     

    
      	 	
              to
                the Issuer:

            	 	
              China
                Architectural Engineering, Inc.

              105
                Baishi Rd., Jiuzhou West Avenue

              Zhuhai,
                519070

              China

               

              Telephone
                no. : +86-756-853-8908

              Fax
                no. : +86-756-853-8922

              Attention : Luo
                Ken Yi

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              to
                the Trustee:

            	 	
              The
                Bank of New York, London Branch

              40th
                Floor, One Canada Square

              London,
                E14 5AL, United Kingdom

               

              Fax
                no.: +44 20 7964 6369

              Attention:
                Global Corporate Trust

               

              With
                a copy to:

               

              The
                Bank of New York

              Level
                12, 3 Pacific Place

              1
                Queen’s Road East

              Hong
                Kong

               

              Fax
                no.: 852 2295 3283

              Attention:
                Corporate Trust

            
	 	 	 	 
	 	
              to
                the Registrar:

            	 	
              The
                Bank of New York

              101
                Barclay Street, 21st Floor, New York

              NY
                10286, United States of America

               

              Fax
                no.: +1 212 815 5802/5803

              Attention:
                Global Corporate Trust

               

              With
                a copy to:

               

              The
                Bank of New York

              Level
                12, 3 Pacific Place

              1
                Queen’s Road East

              Hong
                Kong

               

              Fax
                no.: 852 2295 3283

              Attention:
                Corporate Trust

            
	 	 	 	 
	 	
              and,
                in the case of any of the Paying Agents, to the Principal Paying
                Agent
                care of:

            	 	
              The
                Bank of New York, London Branch

              40th
                Floor, One Canada Square

              London,
                E14 5AL, United Kingdom

               

              Fax
                no.: +44 20 7964 6369

              Attention:
                Global Corporate Trust

               

              With
                a copy to:

               

              The
                Bank of New York

              Level
                12, 3 Pacific Place

              1
                Queen’s Road East

              Hong
                Kong

               

              Fax
                no.: 852 2295 3283

              Attention:
                Corporate Trust

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

       

    

     

    Any
      notice or demand sent by post as provided in this Clause shall be deemed (unless
      any relevant part of the postal service is affected by industrial action) to
      have been given, made or served three (3) days (in the case of inland post)
      or
      seven (7) days (in the case of overseas post) after despatch and any notice
      sent
      by fax as provided in this Clause shall be deemed to have been given, made
      or
      served twenty-four (24) hours after despatch and receipt of confirmation of
      error-free transmission (if received during business hours and, if not, on
      the
      next Business Day in the place of receipt). Subject thereto, neither the
      non-receipt of, nor the time of receiving, any such confirmation of a notice
      given by fax as is referred to above shall invalidate or affect such notice
      or
      the time at which it is deemed as provided above to have been
      given.

     

    Any
      of
      the parties named above may change its address for the purpose of this Clause
      by
      giving notice of such change to the other parties to this
      Agreement.

     

    
      	
              19.

            	
              
                GOVERNING
                  LAW AND JURISDICTION

              

            


    

     

    
      	
              19.1

            	
              The
                provisions of this Agreement are governed by, and shall be construed
                in
                accordance with, English law.

            


    

     

    
      	
              19.2

            	
              Subject
                to sub-clause 19.4 below, the Issuer irrevocably agrees for the benefit
                of
                the Agents and the Trustee that the courts of England are to have
                exclusive jurisdiction to settle any dispute which may arise out
                of or in
                connection with this Agreement and accordingly submit to the exclusive
                jurisdiction of the English courts.

            


    

     

    
      	
              19.3

            	
              The
                Issuer waives any objection to the courts of England on the grounds
                that
                they are an inconvenient or inappropriate
                forum.

            


    

     

    
      	
              19.4

            	
              The
                Agents may take any suit, action or proceeding arising out of or
                in
                connection with this Agreement (together referred to as “Proceedings”)
                against the Issuer in any other court of competent jurisdiction and
                concurrent Proceedings in any number of
                jurisdictions.

            


    

     

    
      	
              19.5

            	
              The
                Issuer irrevocably and unconditionally appoints The
                London Law Agency
                at
                its registered office for the time being as its agent for service
                of
                process in England in respect of any Proceedings and undertakes that
                in
                the event of it ceasing so to act it will appoint such other person
                as the
                Trustee may approve as its agent for that
                purpose.

            


    

     

    
      	
              19.6

            	
              The
                Issuer:

            


    

     

    
      	 	
              (a)

            	
              agrees
                to procure that, so long as any of the Bonds remain liable to
                prescription, there shall be in force an appointment of such a person
                approved by the Trustee with an office in London with authority to
                accept
                service as aforesaid;

            


    

     

    
      	 	
              (b)

            	
              agrees
                that failure by any such person to give notice of such service of
                process
                to the Issuer shall not impair the validity of such service or of
                any
                judgement based thereon; and

            


    


    
      
        
        

      

      
        26

        
          

        

      

       

    

     

    
      	 	
              (c)

            	
              agrees
                that nothing in this Agreement shall affect the right to serve process
                in
                any other manner permitted by law.

            


    

     

    
      	
              20.

            	
              
                COUNTERPARTS

              

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one (1)
      instrument.

     

    
      	
              21.

            	
              Termination
                of this Agreement

            


    

     

    This
      Agreement shall terminate forthwith when none of the Bonds remain
      outstanding.

     

    
      	
              22.

            	
              
                TERMINATION
                  OF THIS AGREEMENT

              

            


    

     

    A
      person
      who is not a party to this Agreement has no rights under the Contracts (Rights
      of Third Parties) Act 1999 to enforce any term of these presents, but this
      does
      not affect any right or remedy of a third party which exists or is available
      apart from that Act.

     

    
      	
              23.

            	
              
                INVALIDITY

              

            


    

     

    If
      any
      provision in this Agreement shall be held to be illegal, invalid or
      unenforceable, in whole or in part, under any enactment or rule of law, such
      provision or part shall to that extent be deemed not to form part of this
      Agreement but the legality, validity and enforceability of the remainder of
      this
      Agreement shall not be affected.

     

    [Remainder
      of the page intentionally left blank]



    
      
        
        

      

      
        27

        
          

        

      

       

    

     

    IN
      WITNESS WHEREOF
      the
      parties hereto have executed this Paying and Conversion Agency Agreement on
      the
      date first above written.

     

    The
      Issuer

     

    CHINA
      ARCHITECTURAL ENGINEERING, INC.

     

    


    By:
      /s/
      Luo
      Ken Yi

    
      

    

    Name:
      Luo
      Ken
      Yi

    Title:
      Chief
      Executive Officer, Chief Operating Officer and Chairman of the Board_

    


     

    The
      Principal Agent, the Conversion Agent and the Transfer
      Agent

     

    THE
      BANK OF NEW YORK, LONDON BRANCH

     

    


    By: 
      [SIGNATURE OF AUTHORIZED PERSON] 

    
      

    

    Name:
      

    
      

    

    Title:
      

    
      

    

    


     

    The
      Registrar

     

    THE
      BANK OF NEW YORK

    


     

    By: 
      [SIGNATURE OF AUTHORIZED PERSON]

    
      

    

    Name:
      

    
      

    

    Title:
      

    
      

    

    


     

    The
      Trustee

     

    THE
      BANK OF NEW YORK, LONDON BRANCH

     

    
       

      By: 
        [SIGNATURE OF AUTHORIZED PERSON]

      
        

      

      Name:
        

      
        

      

      Title:
        

      
        

      

      

        
          
            
            

          

          
            28

            
              

            

          

           

        

      

    

     

    EXHIBIT
      A

     

    CONVERSION
      NOTICE

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    (Please
      read the notes overleaf before completing this Notice.)

     

    
      	
              Name:
                

              
                

              

            	
              Date:
                

              
                

              

            
	
              Address:
                

              
                

              

            	
              Tel
                No:

              
                

              

            
	
              *Euroclear/Clearstream
                Account No.:

              
                

              

            	
              Fax
                No:

              
                

              

            


    

     

    (*delete
      as appropriate)

     

    Signature1 
      :


     

     

    
      

    

     

    
      	
              To:
                

            	
              The
                Bank of New York, London Branch as Principal
                Agent

            


    

     

    
      	
              Cc:
                

            	
              China
                Architectural Engineering, Inc. (the “Issuer”)

            


    

     

    I/We,
      being the holders of the Bonds specified below, hereby irrevocably elect to
      convert such Bonds into fully-paid shares of common stock (the “Shares”)
      with a
      par value of US$0.001 each of the Issuer in accordance with the terms and
      conditions of the Bonds.

     

    
      	1	
              Total
                principal amount, number and identifying numbers of Bonds to be
                converted:

            


    

     

    Total
      principal amount: 

    
      

    

     

    Total
      number of Bonds:

    
      

    

     

    Identifying
      numbers of Bonds (if relevant)*: 

    
      

    

     

    Identifying
      numbers of Certificates deposited in respect of Bonds to be converted (if
      relevant)*: .

     

    
      
 

    N.B.
      If
      necessary, the identifying numbers of Bonds and Certificates can be attached
      separately.

     

    *
      Not
      required for Bonds represented by a Global Certificate

     

      
        

      

    

    
      	1	
              Where
                the Bonds to be converted are evidenced by the Global Certificate,
                the
                Conversion Notice need not be signed. In such a case, delivery of
                the
                Conversion Notice will constitute confirmation by the beneficial
                owner of
                the Bonds to be converted that the information in the Conversion
                Notice is
                true and accurate on delivery. If applicable, a corporation should
                sign
                under hand by an authorised official who must state his/her capacity
                and
                print the name of the relevant
                corporation.

            


    


    
      
        
        

      

      
        29

        
          

        

      

       

    

     

    
      	
              2

            	
              Name(s)
                and address(es) of person(s) in whose name(s) the Shares required
                to be
                delivered on conversion are to be
                registered:

            


    

     

    Name:

    
      

    

     

    Address:

    
      

    

     

    
      
 

    Telephone
      Number:

    
      

    

     

    Fax
      Number:

    
      

    

     

    
      	
              3

            	
              I/We
                hereby request that the certificates for the Shares together with
                any
                other securities, property or cash, including any United States dollar
                cheque in respect of payment of an Equivalent Amount pursuant to
                Condition
                6(B)(iii) required to be delivered upon conversion, be despatched
                (at
                my/our risk and expense) to the person whose name, contact person,
                telephone numbers, fax number and address is given below and in the
                manner
                specified below:

            


    

    
    

     

    
      	
              Name:

            	
              

                

              

            
	
              Contact
                Person:

            	
              

                

              

            
	
              Address:

            	
              

                

              

            
	 	
              

                

              

            
	 	
              

                

              

            
	
              Account
                No.: 

            	
              

                

              

            
	
              Account
                Name:

            	
              

                

              

            
	
              Telephone
                Number/Fax Number: 

            	

              

            
	
              Manner
                of despatch:

            	
              

                

              

            


    

     

    The
      Certificate in respect of the Bonds converted hereby accompanies this Conversion
      Notice.*

     

    
      	
              Name:

            	
               

              
                

              

            
	
              Address:

            	
               

              
                

              

            
	 	
               

              
                

              

            
	 	
               

              
                

              

            


    

     

    *
      Not
      required for Bonds represented by the Global Certificate.


    
      
        
        

      

      
        30

        
          

        

      

       

    

     

    
      	
              4

            	
              The
                Issuer has notified the Conversion Agents that the Issuer’s register of
                shareholders will be closed on the following
                dates:

            


    

     

    
      

    

     

    
      

    

     

    N.B.

     

    
      	
              (i)

            	
              This
                Conversion Notice will be void unless the introductory details and
                Sections 1 to 4 are completed.

            


    

     

    
      	
              (ii)

            	
              Your
                attention is drawn to Condition 6(B)(ii) of the Bonds with respect
                to the
                conditions precedent which must be fulfilled before the Bonds specified
                above will be treated as effectively eligible for
                conversion.

            


    

     

    
      	
              (iii)

            	
              Despatch
                of share certificates or other securities or property will be made
                at the
                risk and expense of the converting Bondholder and the converting
                Bondholder will be required to submit any necessary documents required
                in
                order to effect despatch in the manner
                specified.

            


    

     

    
      	
              (iv)

            	
              If
                a retroactive adjustment contemplated by the terms and conditions
                of the
                Bonds is required in respect of a conversion of Bonds, certificates
                for
                the additional Shares deliverable pursuant to such retroactive adjustment
                (together with any other securities, property or cash) will be delivered
                or despatched in the same manner as the Shares, other securities,
                property
                and cash or, as the case may be, Equivalent Amount previously issued
                pursuant to the relevant Conversion
                Notice.

            


    

     

    For
      Agent’s use only:

     

    1 (A) Bond
      conversion identification reference: 

     

    (B) Deposit
      Date: ________________

     

    (C) Conversion
      Date: ______________

     

    
      	
              2

            	
              (A)

            	
              Aggregate
                principal amount of Bonds in respect of which Certificates have been
                deposited for conversion:

            


    

     

    (B) Conversion
      Price on Conversion Date: 

     

    (C) Number
      of
      Shares issuable: 

     

    
      	
              3

            	
              (if
                applicable) amount of cash payment due to converting Bondholder under
                Condition 6(A)(ii) in respect of fractions of Shares:
                _______________

            


    

     

    
      
        

      

    

    The
      Conversion Agent must complete items 1, 2 and (if applicable)
      3.


    
      
        
        

      

      
        31

        
          

        

      

       

    

     

    EXHIBIT
      B

    CONVERSION
      AGENT NOTIFICATION

     

    Form
      of
      notification to be sent by facsimile transmission by an Agent to the Issuer,
      and, if different, the Principal Agent - see Clause 6.4(c)(i).

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    
      	
              To:

            	
              China
                Architectural Engineering, Inc. (the “Issuer”)
                (Attention: Luo
                Ken Yi)
                

            


    

     

    
      	
              To:
                

            	
              Principal
                Agent (Attention: Global Corporate
                Trust)

            


    

     

    Bonds
      conversion identification reference: _______/ China Architectural Engineering,
      Inc. Variable Rate Convertible Bonds due 2012 (US$)/_________

     

    (A)

     

    (B)

     

    (C)

     

    (D)

     

    (E)

     

    (F)

     

    (G)

     

    (H)

     

    Regards

     

    [name
      of agent]

     

    [Identifying
      symbol and number]

     

    Explanation

     

    Against
      the letters (A) to (H) inclusive will be inserted the following information
      with
      respect to the relevant Conversion Notice:

     

    
      	(A)	=	
              name
                and address of converting holder of the Bonds or accountholder of
                Euroclear or Clearstream or other clearing system in which the Bond
                is
                held at such time; 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    
       

      
        	(B)	=	
                
                  total
                    number of Bonds in respect of which a Certificate has been deposited
                    by
                    the same holder of the Bonds;


                

              


      

      
        
           

          
            	(C)	=	
                    identifying
                      numbers of the Bonds; 

                  


          

          
            
               

              
                	(D)	=	
                        number
                          of Shares (excluding fractions) issuable to such holder
                          of the
                          Bonds;

                      


              

              
                
                   

                  
                    	(E)	=	
                            name(s)
                              and address(es) of person(s) in whose name(s) the Shares
                              issuable upon
                              conversion are to be
                              registered;

                          


                  

                  
                    
                       

                      
                        	(F)	=	
                                (if
                                  applicable) amount of cash payment due to converting
                                  holder of the Bonds
                                  in respect of fractions of Shares;


                              


                      

                      
                        
                           

                          
                            	(G)	=	
                                    the
                                      Deposit Date, the Conversion Date and the Conversion
                                      Price in respect of
                                      the conversion; and 

                                  


                          

                          
                            
                               

                              
                                	(H)	=	
                                        name
                                          and address of person to whom, and the
                                          manner in which, share
                                          certificates, in which case a duly completed
                                          Delivery Instruction is
                                          attached hereto), etc. and, if applicable,
                                          a cheque in respect of an
                                          Equivalent Amount pursuant to Condition
                                          6(B)(iii) are to be
                                          despatched.

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  33

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    EXHIBIT
      C

    NOTIFICATION
      FROM ISSUER

     

    Form
      of
      notification to be sent by facsimile transmission by the Issuer to the Agent
      which has sent the relevant Conversion Notice - see Clause 6.5.

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    
      	To:	
              The
                Bank of New York, London Branch 
as
                Agent

            


    

     

    
      	Cc:	
              [                                           
                ]

            


    

    Fax:
      [                                   
      ]

     

    
      	To:	
              [                                           
                ]
                (attention: [                       
                ])

            


    

    
       

      
        	
              	
                [                                           
                  ]
                  (attention: [                       
                  ])

              


      

       

    

    Bond
      conversion identification reference

     

    (A)

     

    
      	(B)	
              (i)

            


    

     

    (ii)

     

    (iii)

     

    (C)

     

    (D)

     

    Regards

     

    China
      Architectural Engineering, Inc.

     

    Explanation

     

    Against
      the letters (A) to (D) inclusive will be inserted the following information
      with
      respect to the delivery of Shares upon conversion:

     

    
      	(A)	=	
              the
                identification code and number of the Agent who forwarded the copy
                of the
                Conversion Notice in respect of the Bonds that have been
                converted;

            


    

     

    
      	
              (B)

            	
              =

            	
              (i)

            	
              the
                number of Shares delivered upon
                conversion;

            


    

     

    
      	
            	(ii)	
              the
                amount of cash paid under Condition 6(A)(ii) in respect of fractions
                of
                Shares; and;

            


    

     

    
      	
            	(iii)	
              the
                amount of any other cash (including any Equivalent Amount) received
                upon
                conversion.

            


    

    
       

      
        	(C)	=	
                the
                  date on which the certificate or certificates for Shares and any
                  securities, property or cash were made available for
                  collection;

              


      

      
        
           

          
            	(D)	=	
                    if
                      applicable, the name and address of the person to whom or to
                      whose order
                      the certificate or certificates for Shares and/or cash. if
                      any, were
                      despatched and the address to which and the manner in which
                      they were
                      despatched.

                  


          

           

          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

           

        

      

    

    EXHIBIT
      D

    REGULATIONS
      CONCERNING THE TRANSFER AND REGISTRATION OF BONDS

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    
      	
              1.

            	
              Each
                Bond shall be in the denomination of US$1,000. Certificates, each
                evidencing entitlement to one (1) or more Bonds, shall be issued
                in
                accordance with the Conditions.

            


    

     

    
      	
              2.

            	
              The
                Bonds are transferable by execution of the form of transfer on each
                Certificate endorsed under the hand of the transferor or, where the
                transferor is a corporation, under its common seal or under the hand
                of
                two (2) of its officers duly authorised in writing. In this Exhibit,
                transferor
                shall, where the context permits or requires, include joint transferors
                and be construed accordingly.

            


    

     

    
      	
              3.

            	
              The
                Certificate issued in respect of the Bond to be transferred must
                be
                delivered for registration to the office of a Transfer Agent or the
                Registrar accompanied by such other evidence (including certificates
                and/or legal opinions) as the Transfer Agent or the Registrar may
                reasonably require to prove the title of the transferor or his right
                to
                transfer the Bond and his identity and, if the form of transfer is
                executed by some other person on his behalf or in the case of the
                execution of a form of transfer on behalf of a corporation by its
                officers, the authority of that person or those persons to do so.
                The
                signature of the person effecting a transfer of a Bond shall conform
                to
                any list of duly authorised specimen signatures supplied by the registered
                holder or be certified by a recognised bank, notary public or in
                such
                other manner as the Agent or Registrar may
                require.

            


    

     

    
      	
              4.

            	
              The
                executors or administrators of a deceased holder of Bonds (not being
                one
                (1) of several joint holders) and, in the case of the death of one
                (1) or
                more of joint holders, the survivor or survivors of such joint holders,
                shall be the only persons recognised by the Issuer as having any
                title to
                such Bonds.

            


    

     

    
      	
              5.

            	
              Any
                person becoming entitled to Bonds in consequence of the death or
                bankruptcy of the holder of such Bonds may, upon producing such evidence
                that he holds the position in respect of which he proposes to act
                under
                this paragraph or of his title as the Transfer Agent or the Registrar
                shall require (including certificates and/or legal opinions), be
                registered himself as the holder of such Bonds or, subject to the
                preceding paragraphs as to transfer, may transfer such Bonds. The
                Issuer
                and the Agents or Registrar may retain any amount payable upon the
                Bonds
                to which any person is so entitled until such person shall be so
                registered or shall duly transfer the
                Bonds.

            


    

     

    
      	
              6.

            	
              Unless
                otherwise requested by him and agreed by the Issuer, a holder of
                Bonds
                shall be entitled to receive only one (1) Certificate in respect
                of his
                holding.

            


    

     

    
      	
              7.

            	
              The
                joint holders of a Bond shall be entitled to one (1) Certificate
                only in
                respect of their joint holding which shall, except where they otherwise
                direct, be delivered to the joint holder whose name appears first
                in the
                Register in respect of the joint
                holding.

            


    

     

    
      	
              8.

            	
              The
                Issuer, the Registrar and the Transfer Agents shall make no charge
                to the
                holders for the registration of any holding of Bonds or any transfer
                of
                Bonds or for the issue of any Certificates or for the delivery of
                Certificates at the specified office of the Agent to whom the request
                for
                registration, transfer or delivery was delivered or by uninsured
                post to
                the address specified by the holder. If any holder entitled to receive
                a
                Certificate wishes to have it delivered to him otherwise than at
                the
                specified office of such Agent or the Registrar, such delivery shall
                be
                made upon his written request to such Agent or the Registrar, at
                his risk
                and (except where sent by uninsured post to the address specified
                by the
                holder) at his expense.

            


    


    
      
        
        

      

      
        35

        
          

        

      

       

    

     

    
      	
              9.

            	
              Each
                Transfer Agent will within five (5) Business Days of a request to
                effect a
                transfer of a Bond (or within twenty-one (21) days if the transfer
                is of a
                Bond represented by the Global Certificate) deliver at its specified
                office to the transferee or despatch by mail (at the risk of the
                transferee) to such address as the transferee may request, a new
                Certificate in respect of the Bond or Bonds transferred. In the case
                of a
                transfer, conversion or redemption of fewer than all the Bonds in
                respect
                of which a Certificate is issued, a new Certificate in respect of
                the
                Bonds not transferred, converted or redeemed will be so delivered
                to the
                holder to its address appearing on the register of holders of
                Bonds.

            


    

     

    
      	
              10.

            	
              Notwithstanding
                any other provisions of this Agreement, the Registrar shall register
                the
                transfer of any Bond only upon presentation of an executed and duly
                completed form of transfer substantially in the form set forth in
                the Form
                of Certificate for Definitive Bonds in Schedule 1 or the Form of
                Global
                Certificate in Schedule 2 to the Trust Deed together with any other
                documents thereby required.

            


    

     

    
      	
              11.

            	
              The
                Registrar and Transfer Agents may promulgate any other regulations
                that
                they may deem necessary for the registration and transfer of the
                Bonds.

            


    


    
      
        
        

      

      
        36

        
          

        

      

       

    

     

    EXHIBIT
      E

    FORM
      OF BONDHOLDER REDEMPTION NOTICE


    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

     

    [In
      the
      case of facsimile transmission

     

    To:
       [l]

     

    
      	Cc:	
              [                                                   
                ]

            


    

    Fax:
      [                                           
      ] 

     

    By
      depositing this duly completed Bondholder Redemption Notice with a Paying Agent
      for the Bonds the undersigned holder of such of the Bonds as are represented
      by
      the Certificate surrendered with this Bondholder Redemption Notice and referred
      to below irrevocably exercises its option to have such Bonds redeemed on
      [  ]
      under
      Condition [9(D) / 9(E)] * 
      of the
      Bonds.

     

    This
      Bondholder Redemption Notice relates to Certificates representing Bonds in
      the
      aggregate principal amount of US$_________________. The identifying numbers
      of
      such Certificates are as follows:

     

    
      

    

     

    
      
 

      

    

     

    
      
 

    
      
 

    
      

    

     

    If
      any
      Certificate issued in respect of the Bonds referred to above is to be returned
      (Note 1) to the undersigned under Clause 7.4 of the Paying and Conversion Agency
      Agreement entered into by the Issuer in respect of the Bonds, it will be
      returned by post to the address of the Bondholder appearing on the register
      of
      Bondholders.

     

    Payment
      in respect of the above-mentioned Bonds will be made in accordance with the
      Conditions of the Bonds.

     

    Dated:   

     

    Signature:

     

    Name:

     

      
        

      

    

    * Delete
      as
      applicable.


    
      
        
        

      

      
        37

        
          

        

      

       

    

     

    [To
      be completed by recipient Agent]

     

    Received
      by: 

    
      

    

     

    [Signature
      and stamp of Agent]

     

    At
      its
      office at:

    
      

    

     

    On:

    
      

    

     

    Notes:

     

    
      	
              (1)
                

            	
              Certificates
                so returned will be sent by post, uninsured and at the risk of the
                Bondholder.

            


    

     

    
      	
              (2)
                

            	
              This
                Bondholder Redemption Notice is not valid unless all of the paragraphs
                requiring completion are duly
                completed.

            


    

     

    
      	
              (3)
                

            	
              The
                Agent with whom Certificates are deposited will not in any circumstances
                be liable to the depositing Bondholder or any other person for any
                loss or
                damage arising from any act, default or omission of such Agent in
                relation
                to such Certificates or any of them unless the loss or damage was
                caused
                by the fraud or gross negligence of such Agent or its directors,
                officers
                or employees or agents.

            


    


    
      
        
        

      

      
        38

        
          

        

      

       

    

     

    EXHIBIT
      F

    FORM
      OF BONDHOLDER’S TAX ELECTION NOTICE

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    US$10,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012 (THE BONDS)


     

    By
      depositing this duly completed Bondholder’s Tax Election Notice with a Paying
      Agent for the Bonds the undersigned holder of such of the Bonds as are
      surrendered with this Notice and referred to below irrevocably exercises its
      option under Condition 9(C) of the Bonds not to have such Bonds redeemed on
      the
      Tax Redemption Date under Condition 9(C)(i) of the Bonds.

     

    This
      Notice relates to Bonds in the aggregate principal amount of US$__________.
      The
      identifying numbers of such Certificates are as follows:

     

    
      

    

     

    
      
 

    
      
 

    
      
 

    
      
 

    
      



    If
      any
      Certificate issued in respect of the Bonds
      referred to above is to be returned(1)
      to the
      undersigned under Clause 7.3 in Exhibit F of the Paying and Conversion Agency
      Agreement entered into by the Issuer in respect of the Bonds, it will be
      returned by post to the address of the Bondholder appearing on the register
      of
      Bondholders.

     

    Payment
      in respect of the above-mentioned Bonds will be made in accordance with the
      Conditions of the Bonds.

     

    
      	
              Dated:

            	
              Signature:

            


    

     

    Name:

     

    [To
      be
      completed by recipient Agent]

     

    Received
      by: 

    
      

    

     

    [Signature
      and stamp of Agent]

     

    At
      its
      office at: 

    
      

    

     

    On:
      

    
      
 

    Notes:

     

    
      	
              (1)
                

            	
              Certificates
                so returned will be sent by post, uninsured and at the risk of the
                Bondholder.

            


    

     

    
      	
              (2)
                

            	
              This
                Bondholder’s Tax Election Notice is not valid unless all of the paragraphs
                requiring completion are duly
                completed.

            


    

     

    
      	(3)	
              The
                Agent with whom Certificates are deposited will not in any circumstances
                be liable to the depositing Bondholder or any other person for any
                loss or
                damage arising from any act, default or omission of such Agent in
                relation
                to such Certificates or any of them unless the loss or damage was
                caused
                by the fraud or negligence of such Agent or its directors, officers
                or
                employees or agents.

            


    


    
      
        
        

      

      
        39